| Old | New | Differences | |
|---|---|---|---|
| 1 | 1 | ||
| 2 | 2 | ||
| 3 | 3 | EXPLANATION: CAPITALS INDICATE MAT TER ADDED TO EXISTIN G LAW. | |
| 4 | 4 | [Brackets] indicate matter deleted from existing law. | |
| 5 | 5 | Underlining indicates amendments to bill. | |
| 6 | 6 | Strike out indicates matter stricken from the bill by amendment or deleted from the law by | |
| 7 | 7 | amendment. | |
| 8 | - | Italics indicate opposite chamber/conference committee amendments. | |
| 9 | 8 | *sb0144* | |
| 10 | 9 | ||
| 11 | 10 | SENATE BILL 144 | |
| 12 | - | C1 (5lr1226) | |
| 13 | - | ENROLLED BILL | |
| 14 | - | — Judicial Proceedings/Economic Matters — | |
| 15 | - | Introduced by Senator M. Washington | |
| 16 | - | ||
| 17 | - | Read and Examined by Proofreaders: | |
| 18 | - | ||
| 19 | - | _______________________________________________ | |
| 20 | - | Proofreader. | |
| 21 | - | _______________________________________________ | |
| 22 | - | Proofreader. | |
| 23 | - | ||
| 24 | - | Sealed with the Great Seal and presented to the Governor, for his approval this | |
| 25 | - | ||
| 26 | - | _______ day of _______________ at _________________ _______ o’clock, ________M. | |
| 27 | - | ||
| 28 | - | ______________________________________________ | |
| 29 | - | President. | |
| 11 | + | C1 5lr1226 | |
| 12 | + | SB 85/24 – JPR (PRE–FILED) CF HB 15 | |
| 13 | + | By: Senator M. Washington | |
| 14 | + | Requested: October 16, 2024 | |
| 15 | + | Introduced and read first time: January 8, 2025 | |
| 16 | + | Assigned to: Judicial Proceedings | |
| 17 | + | Committee Report: Favorable with amendments | |
| 18 | + | Senate action: Adopted | |
| 19 | + | Read second time: February 2, 2025 | |
| 30 | 20 | ||
| 31 | 21 | CHAPTER ______ | |
| 32 | 22 | ||
| 33 | 23 | AN ACT concerning 1 | |
| 34 | 24 | ||
| 35 | 25 | Corporations and Associations – Limited Worker Cooperative Associations – 2 | |
| 36 | 26 | Authorization 3 | |
| 37 | 27 | (Maryland Limited Worker Cooperative Association Act) 4 | |
| 38 | 28 | ||
| 39 | 29 | FOR the purpose of authorizing the formation of limited worker cooperative associations; 5 | |
| 40 | 30 | establishing rules and procedures for the formation, governance, conversion, and 6 | |
| 41 | 31 | dissolution of limited worker cooperative associations; and generally relating to 7 | |
| 42 | 32 | limited worker cooperative associations. 8 | |
| 43 | 33 | ||
| 44 | 34 | BY repealing and reenacting, without amendments, 9 | |
| 45 | 35 | Article – Corporations and Associations 10 | |
| 46 | 36 | Section 1–101(a) and 1–203(a) 11 | |
| 47 | 37 | Annotated Code of Maryland 12 | |
| 48 | 38 | (2014 Replacement Volume and 2024 Supplement) 13 | |
| 49 | - | 2 SENATE BILL 144 | |
| 39 | + | ||
| 40 | + | BY repealing and reenacting, with amendments, 14 | |
| 41 | + | Article – Corporations and Associations 15 | |
| 42 | + | Section 1–101(p), 1–203(b)(3) through (5) and (8), 1–401, 1–404, and 1–503(a) 16 | |
| 43 | + | Annotated Code of Maryland 17 | |
| 44 | + | (2014 Replacement Volume and 2024 Supplement) 18 | |
| 45 | + | ||
| 46 | + | BY adding to 19 | |
| 47 | + | Article – Corporations and Associations 20 2 SENATE BILL 144 | |
| 50 | 48 | ||
| 51 | 49 | ||
| 52 | - | BY repealing and reenacting, with amendments, 1 | |
| 53 | - | Article – Corporations and Associations 2 | |
| 54 | - | Section 1–101(p), 1–203(b)(3) through (5) and (8), 1–401, 1–404, and 1–503(a) 3 | |
| 55 | - | Annotated Code of Maryland 4 | |
| 56 | - | (2014 Replacement Volume and 2024 Supplement) 5 | |
| 50 | + | Section 1–502(g); and 4A–12A–01 through 4A–12A–22 to be under the new subtitle 1 | |
| 51 | + | “Subtitle 12A. Maryland Limited Worker Cooperative Association Act” 2 | |
| 52 | + | Annotated Code of Maryland 3 | |
| 53 | + | (2014 Replacement Volume and 2024 Supplement) 4 | |
| 57 | 54 | ||
| 58 | - | BY adding to 6 | |
| 59 | - | Article – Corporations and Associations 7 | |
| 60 | - | Section 1–502(g); and 4A–12A–01 through 4A–12A–22 to be under the new subtitle 8 | |
| 61 | - | “Subtitle 12A. Maryland Limited Worker Cooperative Association Act” 9 | |
| 62 | - | Annotated Code of Maryland 10 | |
| 63 | - | (2014 Replacement Volume and 2024 Supplement) 11 | |
| 55 | + | BY repealing and reenacting, with amendments, 5 | |
| 56 | + | Article – Insurance 6 | |
| 57 | + | Section 2–108 7 | |
| 58 | + | Annotated Code of Maryland 8 | |
| 59 | + | (2017 Replacement Volume and 2024 Supplement) 9 | |
| 64 | 60 | ||
| 65 | - | BY repealing and reenacting, with amendments, | |
| 66 | - | Article – | |
| 67 | - | ||
| 68 | - | Annotated Code of Maryland | |
| 69 | - | ( | |
| 61 | + | BY repealing and reenacting, with amendments, 10 | |
| 62 | + | Article – Tax – General 11 | |
| 63 | + | Section 4–301(c), 9–314(f), 10–906(d), and 11–601(d) 12 | |
| 64 | + | Annotated Code of Maryland 13 | |
| 65 | + | (2022 Replacement Volume and 2024 Supplement) 14 | |
| 70 | 66 | ||
| 71 | - | BY repealing and reenacting, with amendments, 17 | |
| 72 | - | Article – Tax – General 18 | |
| 73 | - | Section 4–301(c), 9–314(f), 10–906(d), and 11–601(d) 19 | |
| 74 | - | Annotated Code of Maryland 20 | |
| 75 | - | (2022 Replacement Volume and 2024 Supplement) 21 | |
| 67 | + | SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF MARYLAND, 15 | |
| 68 | + | That the Laws of Maryland read as follows: 16 | |
| 76 | 69 | ||
| 77 | - | SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF MARYLAND, 22 | |
| 78 | - | That the Laws of Maryland read as follows: 23 | |
| 70 | + | Article – Corporations and Associations 17 | |
| 79 | 71 | ||
| 80 | - | ||
| 72 | + | 1–101. 18 | |
| 81 | 73 | ||
| 82 | - | 1–101. 25 | |
| 74 | + | (a) In this article, unless the context clearly requires otherwise, the following 19 | |
| 75 | + | words have the meanings indicated. 20 | |
| 83 | 76 | ||
| 84 | - | (a) In this article, unless the context clearly requires otherwise, the following 26 | |
| 85 | - | words have the meanings indicated. 27 | |
| 77 | + | (p) “Governing document” means: 21 | |
| 86 | 78 | ||
| 87 | - | (p) “Governing document” means: 28 | |
| 79 | + | (1) The charter and the bylaws of a Maryland corporation or a foreign 22 | |
| 80 | + | corporation; 23 | |
| 88 | 81 | ||
| 89 | - | (1) The charter and the bylaws of a Maryland corporation or a foreign 29 | |
| 90 | - | corporation; 30 | |
| 82 | + | (2) The articles of organization or certificate of formation and the operating 24 | |
| 83 | + | agreement or limited liability company agreement of a domestic limited liability company 25 | |
| 84 | + | or a foreign limited liability company; 26 | |
| 91 | 85 | ||
| 92 | - | (2) The articles of organization or certificate of formation and the operating 31 | |
| 93 | - | agreement or limited liability company agreement of a domestic limited liability company 32 | |
| 94 | - | or a foreign limited liability company; 33 | |
| 86 | + | (3) The partnership agreement of an other entity that is a partnership or 27 | |
| 87 | + | limited partnership, any statement of partnership authority of a partnership, the certificate 28 | |
| 88 | + | of limited partnership of a limited partnership, and the certificate of limited liability 29 | |
| 89 | + | partnership of a limited liability partnership; 30 | |
| 95 | 90 | ||
| 96 | - | (3) The partnership agreement of an other entity that is a partnership or 34 | |
| 97 | - | limited partnership, any statement of partnership authority of a partnership, the certificate 35 SENATE BILL 144 3 | |
| 91 | + | (4) The declaration of trust or governing instrument of a business trust or 31 | |
| 92 | + | a real estate investment trust; [or] 32 | |
| 93 | + | ||
| 94 | + | (5) THE ARTICLES OF ORGANIZA TION AND THE COOPERA TIVE 33 | |
| 95 | + | AGREEMENT OF A LIMIT ED WORKER COOPERATIV E ASSOCIATION; OR 34 | |
| 96 | + | SENATE BILL 144 3 | |
| 98 | 97 | ||
| 99 | 98 | ||
| 100 | - | ||
| 101 | - | ||
| 99 | + | [(5)] (6) A similar governing document or instrument of any other type of 1 | |
| 100 | + | entity. 2 | |
| 102 | 101 | ||
| 103 | - | (4) The declaration of trust or governing instrument of a business trust or 3 | |
| 104 | - | a real estate investment trust; [or] 4 | |
| 102 | + | 1–203. 3 | |
| 105 | 103 | ||
| 106 | - | (5) THE ARTICLES OF ORGAN IZATION AND THE COOP ERATIVE 5 | |
| 107 | - | AGREEMENT OF A LIMIT ED WORKER COOPERATIV E ASSOCIATION; OR 6 | |
| 104 | + | (a) In addition to any organization and capitalization fee required under § 1–204 4 | |
| 105 | + | of this subtitle, subject to subsection (c) of this section, the Department shall collect the fees 5 | |
| 106 | + | specified in subsection (b) of this section. 6 | |
| 108 | 107 | ||
| 109 | - | ||
| 110 | - | ||
| 108 | + | (b) (3) (i) For each of the following documents which are filed but not 7 | |
| 109 | + | recorded, the nonrefundable processing fee is as indicated: 8 | |
| 111 | 110 | ||
| 112 | - | 1–203. 9 | |
| 111 | + | Reservation of a corporate, limited partnership, limited liability partnership [or], 9 | |
| 112 | + | limited liability company, OR LIMITED WORKER CO OPERATIVE ASSOCIATIO N 10 | |
| 113 | + | name......................................................................................................................................$25 11 | |
| 113 | 114 | ||
| 114 | - | (a) In addition to any organization and capitalization fee required under § 1–204 10 | |
| 115 | - | of this subtitle, subject to subsection (c) of this section, the Department shall collect the fees 11 | |
| 116 | - | specified in subsection (b) of this section. 12 | |
| 115 | + | Original registration of name of a foreign corporation to end of calendar year…$100 12 | |
| 117 | 116 | ||
| 118 | - | (b) (3) (i) For each of the following documents which are filed but not 13 | |
| 119 | - | recorded, the nonrefundable processing fee is as indicated: 14 | |
| 117 | + | Renewal of registration of name of a foreign corporation for 1 calendar year…..$100 13 | |
| 120 | 118 | ||
| 121 | - | Reservation of a corporate, limited partnership, limited liability partnership [or], 15 | |
| 122 | - | limited liability company, OR LIMITED WORKER CO OPERATIVE ASSOCIATIO N 16 | |
| 123 | - | name......................................................................................................................................$25 17 | |
| 119 | + | Documents in connection with the qualification of a foreign corporation to do 14 | |
| 120 | + | intrastate business in this State……………………………………………………………….. $100 15 | |
| 124 | 121 | ||
| 125 | - | | |
| 126 | - | ||
| 122 | + | Application for registration of a foreign limited partnership, a foreign limited 16 | |
| 123 | + | liability partnership, or a foreign limited liability company………………………………... $100 17 | |
| 127 | 124 | ||
| 128 | - | Renewal of registration of name of a foreign corporation for 1 calendar 20 | |
| 129 | - | year……...............................................................................................................................$100 21 | |
| 125 | + | Other documents…………………………………………………………………………….. $6 18 | |
| 130 | 126 | ||
| 131 | - | | |
| 132 | - | ||
| 127 | + | (ii) Except as provided in paragraph (13) of this subsection, for each 19 | |
| 128 | + | of the following documents which are filed but not recorded, the filing fee is as indicated: 20 | |
| 133 | 129 | ||
| 134 | - | | |
| 135 | - | ||
| 136 | - | ||
| 130 | + | Annual report of a Maryland corporation, except a charitable or benevolent 21 | |
| 131 | + | institution, nonstock corporation, savings and loan corporation, credit union, family farm, 22 | |
| 132 | + | and banking institution……………………………………………………………………..…… $300 23 | |
| 137 | 133 | ||
| 138 | - | Other documents…………………………………………… ………………………………..$ 6 27 | |
| 134 | + | Annual report of a foreign corporation subject to the jurisdiction of this State, except 24 | |
| 135 | + | a national banking association, savings and loan association, credit union, nonstock 25 | |
| 136 | + | corporation, and charitable and benevolent institution………………………………..…… $300 26 | |
| 139 | 137 | ||
| 140 | - | (ii) Except as provided in paragraph (13) of this subsection, for each 28 | |
| 141 | - | of the following documents which are filed but not recorded, the filing fee is as indicated: 29 | |
| 138 | + | Annual report of a Maryland savings and loan association, banking institution, or 27 | |
| 139 | + | credit union or of a foreign savings and loan association, national banking association, or 28 | |
| 140 | + | credit union that is subject to the jurisdiction of this State……………………………..…. $300 29 | |
| 142 | 141 | ||
| 143 | - | Annual report of a Maryland corporation, except a charitable or benevolent 30 | |
| 144 | - | institution, nonstock corporation, savings and loan corporation, credit union, family farm, 31 | |
| 145 | - | and banking institution .................................................................................................... $300 32 4 SENATE BILL 144 | |
| 142 | + | Annual report of a Maryland limited liability company, limited liability partnership, 30 | |
| 143 | + | limited partnership, OR LIMITED WORKER CO OPERATIVE ASSOCIATIO N, or of a foreign 31 | |
| 144 | + | limited liability company, foreign limited liability partnership, or foreign limited 32 | |
| 145 | + | partnership, except a family farm……………………………………………………………… $300 33 4 SENATE BILL 144 | |
| 146 | 146 | ||
| 147 | 147 | ||
| 148 | 148 | ||
| 149 | - | Annual report of a foreign corporation subject to the jurisdiction of this State, except 1 | |
| 150 | - | a national banking association, savings and loan association, credit union, nonstock 2 | |
| 151 | - | corporation, and charitable and benevolent institution…………………………………….. $300 3 | |
| 149 | + | Annual report of a business trust……………………………………………………… $300 1 | |
| 152 | 150 | ||
| 153 | - | Annual report of a Maryland savings and loan association, banking institution, or 4 | |
| 154 | - | credit union or of a foreign savings and loan association, national banking association, or 5 | |
| 155 | - | credit union that is subject to the jurisdiction of this State……………………………….. $300 6 | |
| 151 | + | Annual report of a real estate investment trust or foreign statutory trust doing 2 | |
| 152 | + | business in this State…………………………………………………………………………….. $300 3 | |
| 156 | 153 | ||
| 157 | - | Annual report of a Maryland limited liability company, limited liability partnership, 7 | |
| 158 | - | limited partnership, OR LIMITED WORKER CO OPERATIVE ASSOCIATION , or of a foreign 8 | |
| 159 | - | limited liability company, foreign limited liability partnership, or foreign limited 9 | |
| 160 | - | partnership, except a family farm……………………………………………………………… $300 10 | |
| 154 | + | Annual report of a family farm………………………………………………………….. $100 4 | |
| 161 | 155 | ||
| 162 | - | Annual report of a business trust………………………………………………………. $300 11 | |
| 156 | + | (4) For each of the following documents recorded or filed the nonrefundable 5 | |
| 157 | + | processing fee is $100: 6 | |
| 163 | 158 | ||
| 164 | - | Annual report of a real estate investment trust or foreign statutory trust doing 12 | |
| 165 | - | business in this State…………………………………………………………………………….. $300 13 | |
| 159 | + | (i) Certificate of limited partnership, certificate of limited liability 7 | |
| 160 | + | partnership, articles of organization of a limited liability company, ARTICLES OF 8 | |
| 161 | + | ORGANIZATION OF A LI MITED WORKER COOPERA TIVE ASSOCIATION , certificate of 9 | |
| 162 | + | trust of a business trust, including certificates of amendment, certificates of reinstatement, 10 | |
| 163 | + | and articles of reinstatement; and 11 | |
| 166 | 164 | ||
| 167 | - | Annual report of a family farm…………………………………………………………. $100 14 | |
| 165 | + | (ii) Any statement filed by a partnership under Title 9A of this 12 | |
| 166 | + | article. 13 | |
| 168 | 167 | ||
| 169 | - | ( | |
| 170 | - | processing fee is | |
| 168 | + | (5) For issuing each of the following certificates, the nonrefundable 14 | |
| 169 | + | processing fee is as indicated: 15 | |
| 171 | 170 | ||
| 172 | - | (i) Certificate of limited partnership, certificate of limited liability 17 | |
| 173 | - | partnership, articles of organization of a limited liability company, ARTICLES OF 18 | |
| 174 | - | ORGANIZATION OF A LI MITED WORKER COOPERA TIVE ASSOCIATION , certificate of 19 | |
| 175 | - | trust of a business trust, including certificates of amendment, certificates of reinstatement, 20 | |
| 176 | - | and articles of reinstatement; and 21 | |
| 171 | + | Type of Instrument Special Fee 16 | |
| 177 | 172 | ||
| 178 | - | (ii) Any statement filed by a partnership under Title 9A of this 22 | |
| 179 | - | article. 23 | |
| 173 | + | Certificate of status of a corporation, partnership, limited partnership, limited 17 | |
| 174 | + | liability partnership, [or] limited liability company, OR LIMITED WORKER CO OPERATIVE 18 | |
| 175 | + | ASSOCIATION of this State or of a foreign corporation, foreign partnership, foreign limited 19 | |
| 176 | + | partnership, foreign limited liability partnership, or foreign limited liability company....$20 20 | |
| 180 | 177 | ||
| 181 | - | (5) For issuing each of the following certificates, the nonrefundable 24 | |
| 182 | - | processing fee is as indicated: 25 | |
| 178 | + | Certified list of the charter papers of a corporation of this State or any certificates of 21 | |
| 179 | + | a limited partnership, limited liability partnership, [or a] limited liability company, OR 22 | |
| 180 | + | LIMITED WORKER COOPE RATIVE ASSOCIATION of this State recorded or filed with the 23 | |
| 181 | + | Department...........................................................................................................................$20 24 | |
| 183 | 182 | ||
| 184 | - | Type of Instrument Special Fee 26 | |
| 183 | + | Certificate of compliance by a foreign corporation, foreign limited partnership, 25 | |
| 184 | + | foreign limited liability partnership, or foreign limited liability company with requirements 26 | |
| 185 | + | of law in respect of qualification or registration………………………………………………. $20 27 | |
| 185 | 186 | ||
| 186 | - | Certificate of status of a corporation, partnership, limited partnership, limited 27 | |
| 187 | - | liability partnership, [or] limited liability company, OR LIMITED WORKER COOPE RATIVE 28 | |
| 188 | - | ASSOCIATION of this State or of a foreign corporation, foreign partnership, foreign limited 29 | |
| 189 | - | partnership, foreign limited liability partnership, or foreign limited liability company....$20 30 | |
| 187 | + | Certificate of withdrawal of registration or qualification…………………………….. $20 28 | |
| 190 | 188 | ||
| 191 | - | Certified list of the charter papers of a corporation of this State or any certificates of 31 | |
| 192 | - | a limited partnership, limited liability partnership, [or a] limited liability company, OR 32 SENATE BILL 144 5 | |
| 189 | + | Certificate of any paper recorded or filed in the Department’s office……………… $20 29 | |
| 190 | + | ||
| 191 | + | (8) Subject to § 1–203.2(c) of this subtitle, for processing each of the 30 | |
| 192 | + | following documents on an expedited basis, the additional fee is as indicated: 31 | |
| 193 | + | SENATE BILL 144 5 | |
| 193 | 194 | ||
| 194 | 195 | ||
| 195 | - | LIMITED WORKER COOPE RATIVE ASSOCIATION of this State recorded or filed with the 1 | |
| 196 | - | Department...........................................................................................................................$20 2 | |
| 196 | + | Recording any document, including financing statements, or submitting for 1 | |
| 197 | + | preclearance any document listed in paragraph (1) or (4) of this subsection, if processing 2 | |
| 198 | + | under § 1–203.2(b)(1) of this subtitle is requested............................................................. $425 3 | |
| 197 | 199 | ||
| 198 | - | | |
| 199 | - | ||
| 200 | - | ||
| 200 | + | Recording any document, including financing statements, or submitting for 4 | |
| 201 | + | preclearance any document listed in paragraph (1) or (4) of this subsection, if processing 5 | |
| 202 | + | under § 1–203.2(b)(1) of this subtitle is not requested……………………………………….. $50 6 | |
| 201 | 203 | ||
| 202 | - | Certificate of withdrawal of registration or qualification……………………………. $20 6 | |
| 204 | + | Certificate of status of a corporation, partnership, limited partnership, limited 7 | |
| 205 | + | liability partnership, [or] limited liability company, OR LIMITED WORKER CO OPERATIVE 8 | |
| 206 | + | ASSOCIATION, or a name reservation…………………………………………………………. $20 9 | |
| 203 | 207 | ||
| 204 | - | Certificate of any paper recorded or filed in the Department’s office………………. $20 7 | |
| 208 | + | Certified list of the charter documents of a Maryland corporation or any certificate 10 | |
| 209 | + | of a Maryland limited partnership, limited liability partnership, [or] limited liability 11 | |
| 210 | + | company, OR LIMITED WORKER CO OPERATIVE ASSOCIATIO N recorded or filed with the 12 | |
| 211 | + | Department........................................................................................................................... $20 13 | |
| 205 | 212 | ||
| 206 | - | | |
| 207 | - | ||
| 213 | + | A copy of any document recorded or filed with the Department, or a corporate 14 | |
| 214 | + | abstract..................................................................................................................................$20 15 | |
| 208 | 215 | ||
| 209 | - | | |
| 210 | - | ||
| 211 | - | ||
| 216 | + | Application for a ground rent redemption or a ground rent extinguishment, or 16 | |
| 217 | + | payment of a redemption or extinguishment amount to the former owner of the ground 17 | |
| 218 | + | rent.........................................................................................................................................$50 18 | |
| 212 | 219 | ||
| 213 | - | Recording any document, including financing statements, or submitting for 13 | |
| 214 | - | preclearance any document listed in paragraph (1) or (4) of this subsection, if processing 14 | |
| 215 | - | under § 1–203.2(b)(1) of this subtitle is not requested………………………………………… $50 15 | |
| 220 | + | 1–401. 19 | |
| 216 | 221 | ||
| 217 | - | Certificate of status of a corporation, partnership, limited partnership, limited 16 | |
| 218 | - | liability partnership, [or] limited liability company, OR LIMITED WORKER CO OPERATIVE 17 | |
| 219 | - | ASSOCIATION, or a name reservation………………………………………………………….. $20 18 | |
| 222 | + | (a) Service of process on the resident agent of a corporation, partnership, limited 20 | |
| 223 | + | partnership, limited liability partnership, limited liability company, LIMITED WORKER 21 | |
| 224 | + | COOPERATIVE ASSOCIAT ION, or real estate investment trust, or any other person 22 | |
| 225 | + | constitutes effective service of process under the Maryland Rules on the corporation, 23 | |
| 226 | + | partnership, limited partnership, limited liability partnership, limited liability company, 24 | |
| 227 | + | LIMITED WORKER COOPE RATIVE ASSOCIATION , or real estate investment trust, or other 25 | |
| 228 | + | person in any action, suit, or proceeding which is pending, filed, or instituted against it 26 | |
| 229 | + | under the provisions of this article. 27 | |
| 220 | 230 | ||
| 221 | - | Certified list of the charter documents of a Maryland corporation or any certificate 19 | |
| 222 | - | of a Maryland limited partnership, limited liability partnership, [or] limited liability 20 | |
| 223 | - | company, OR LIMITED WORKER CO OPERATIVE ASSOCIATIO N recorded or filed with the 21 | |
| 224 | - | Department…………………………………………………………………………………………. $20 22 | |
| 231 | + | (b) (1) Any notice required by law to be served by personal service on a 28 | |
| 232 | + | resident agent or other agent or officer of any Maryland or foreign corporation, partnership, 29 | |
| 233 | + | limited partnership, limited liability partnership, limited liability company, LIMITED 30 | |
| 234 | + | WORKER COOPERATIVE A SSOCIATION, or real estate investment trust required by 31 | |
| 235 | + | statute to have a resident agent in this State may be served on the corporation, partnership, 32 | |
| 236 | + | limited partnership, limited liability partnership, limited liability company, LIMITED 33 | |
| 237 | + | WORKER COOPERATIVE A SSOCIATION, or real estate investment trust in the manner 34 | |
| 238 | + | provided by the Maryland Rules relating to the service of process on corporations. 35 | |
| 225 | 239 | ||
| 226 | - | A copy of any document recorded or filed with the Department, or a corporate 23 | |
| 227 | - | abstract..................................................................................................................................$20 24 | |
| 228 | - | ||
| 229 | - | Application for a ground rent redemption or a ground rent extinguishment, or 25 | |
| 230 | - | payment of a redemption or extinguishment amount to the former owner of the ground 26 | |
| 231 | - | rent.........................................................................................................................................$50 27 | |
| 232 | - | ||
| 233 | - | 1–401. 28 | |
| 234 | - | ||
| 235 | - | (a) Service of process on the resident agent of a corporation, partnership, limited 29 | |
| 236 | - | partnership, limited liability partnership, limited liability company, LIMITED WORKER 30 | |
| 237 | - | COOPERATIVE ASSOCIAT ION, or real estate investment trust, or any other person 31 | |
| 238 | - | constitutes effective service of process under the Maryland Rules on the corporation, 32 | |
| 239 | - | partnership, limited partnership, limited liability partnership, limited liability company, 33 | |
| 240 | - | LIMITED WORKER COOPE RATIVE ASSOCIATION , or real estate investment trust, or other 34 6 SENATE BILL 144 | |
| 240 | + | (2) Service under the Maryland Rules is equivalent to personal service on 36 | |
| 241 | + | a resident agent or other agent or officer of a corporation, partnership, limited partnership, 37 6 SENATE BILL 144 | |
| 241 | 242 | ||
| 242 | 243 | ||
| 243 | - | person in any action, suit, or proceeding which is pending, filed, or instituted against it 1 | |
| 244 | - | under the provisions of this article. 2 | |
| 244 | + | limited liability partnership, limited liability company, LIMITED WORKER COOPE RATIVE 1 | |
| 245 | + | ASSOCIATION, or real estate investment trust mentioned in paragraph (1) of this 2 | |
| 246 | + | subsection. 3 | |
| 245 | 247 | ||
| 246 | - | (b) (1) Any notice required by law to be served by personal service on a 3 | |
| 247 | - | resident agent or other agent or officer of any Maryland or foreign corporation, partnership, 4 | |
| 248 | - | limited partnership, limited liability partnership, limited liability company, LIMITED 5 | |
| 249 | - | WORKER COOPERATIVE A SSOCIATION, or real estate investment trust required by 6 | |
| 250 | - | statute to have a resident agent in this State may be served on the corporation, partnership, 7 | |
| 251 | - | limited partnership, limited liability partnership, limited liability company, LIMITED 8 | |
| 252 | - | WORKER COOPERATIVE A SSOCIATION, or real estate investment trust in the manner 9 | |
| 253 | - | provided by the Maryland Rules relating to the service of process on corporations. 10 | |
| 248 | + | 1–404. 4 | |
| 254 | 249 | ||
| 255 | - | ( | |
| 256 | - | ||
| 257 | - | ||
| 258 | - | ||
| 259 | - | ||
| 250 | + | (a) Any person who owns, operates, or directs an unincorporated organization, 5 | |
| 251 | + | firm, association, or other entity which includes in its name the word “corporation”, 6 | |
| 252 | + | “incorporated”, or, except as provided in subsection (b) of this section, “limited” or an 7 | |
| 253 | + | abbreviation of any of these words or which holds itself out to the public as a corporation is 8 | |
| 254 | + | guilty of a misdemeanor and on conviction is subject to a fine not exceeding $500. 9 | |
| 260 | 255 | ||
| 261 | - | ||
| 256 | + | (b) This section does not prohibit: 10 | |
| 262 | 257 | ||
| 263 | - | (a) Any person who owns, operates, or directs an unincorporated organization, 17 | |
| 264 | - | firm, association, or other entity which includes in its name the word “corporation”, 18 | |
| 265 | - | “incorporated”, or, except as provided in subsection (b) of this section, “limited” or an 19 | |
| 266 | - | abbreviation of any of these words or which holds itself out to the public as a corporation is 20 | |
| 267 | - | guilty of a misdemeanor and on conviction is subject to a fine not exceeding $500. 21 | |
| 258 | + | (1) A limited partnership from using the term “limited partnership” in its 11 | |
| 259 | + | name; 12 | |
| 268 | 260 | ||
| 269 | - | (b) This section does not prohibit: 22 | |
| 261 | + | (2) A limited liability company from using the terms “limited liability 13 | |
| 262 | + | company” or “L.L.C.” in its name; [or] 14 | |
| 270 | 263 | ||
| 271 | - | ( | |
| 272 | - | name; | |
| 264 | + | (3) A limited liability partnership from using the terms “limited liability 15 | |
| 265 | + | partnership” or “L.L.P.” in its name; OR 16 | |
| 273 | 266 | ||
| 274 | - | (2) A limited liability company from using the terms “limited liability 25 | |
| 275 | - | company” or “L.L.C.” in its name; [or] 26 | |
| 267 | + | (4) A LIMITED WORKER COOPE RATIVE ASSOCIATION F ROM USING 17 | |
| 268 | + | THE TERMS “LIMITED WORKER COOPE RATIVE ASSOCIATION” OR “L.W.C.A.” IN ITS 18 | |
| 269 | + | NAME. 19 | |
| 276 | 270 | ||
| 277 | - | (3) A limited liability partnership from using the terms “limited liability 27 | |
| 278 | - | partnership” or “L.L.P.” in its name; OR 28 | |
| 271 | + | 1–502. 20 | |
| 279 | 272 | ||
| 280 | - | (4) A LIMITED WORKER COOPE RATIVE ASSOCIATION F ROM USING 29 | |
| 281 | - | THE TERMS “LIMITED WORKER COOPE RATIVE ASSOCIATION ” OR “L.W.C.A.” IN ITS 30 | |
| 282 | - | NAME. 31 | |
| 273 | + | (G) THE NAME OF A LIMITED WORKER COOPERATIVE A SSOCIATION MUST 21 | |
| 274 | + | INCLUDE: 22 | |
| 283 | 275 | ||
| 284 | - | 1 | |
| 276 | + | (1) THE WORDS “LIMITED WORKER COOPE RATIVE ASSOCIATION ”; 23 | |
| 285 | 277 | ||
| 286 | - | (G) THE NAME OF A LIMITED WORKER COOPERATIVE A SSOCIATION MUST 33 | |
| 287 | - | INCLUDE: 34 | |
| 278 | + | (2) L.W.C.A.; OR 24 | |
| 279 | + | ||
| 280 | + | (3) LWCA. 25 | |
| 281 | + | ||
| 282 | + | 1–503. 26 | |
| 283 | + | ||
| 284 | + | (a) An entity name may not contain language stating or implying that the entity 27 | |
| 285 | + | is organized for a purpose other than that allowed by the entity’s: 28 | |
| 286 | + | ||
| 287 | + | (1) Articles of incorporation, if the entity is a corporation; 29 | |
| 288 | 288 | SENATE BILL 144 7 | |
| 289 | 289 | ||
| 290 | 290 | ||
| 291 | - | (1) THE WORDS “LIMITED WORKER COOPE RATIVE ASSOCIATION ”; 1 | |
| 291 | + | (2) Articles of organization, if the entity is a limited liability company OR 1 | |
| 292 | + | LIMITED WORKER COOPE RATIVE ASSOCIATION ; 2 | |
| 292 | 293 | ||
| 293 | - | (2) L.W.C.A.; OR 2 | |
| 294 | + | (3) Certificate of limited liability partnership, if the entity is a limited 3 | |
| 295 | + | liability partnership; 4 | |
| 294 | 296 | ||
| 295 | - | (3) LWCA. 3 | |
| 297 | + | (4) Certificate of limited partnership, if the entity is a limited partnership; 5 | |
| 298 | + | or 6 | |
| 296 | 299 | ||
| 297 | - | ||
| 300 | + | (5) Articles of incorporation, if the entity is a professional corporation. 7 | |
| 298 | 301 | ||
| 299 | - | (a) An entity name may not contain language stating or implying that the entity 5 | |
| 300 | - | is organized for a purpose other than that allowed by the entity’s: 6 | |
| 302 | + | SUBTITLE 12A. MARYLAND LIMITED WORKER COOPERATIVE ASSOCIATION ACT. 8 | |
| 301 | 303 | ||
| 302 | - | ||
| 304 | + | 4A–12A–01. 9 | |
| 303 | 305 | ||
| 304 | - | ( | |
| 305 | - | ||
| 306 | + | (A) IN THIS SUBTITLE THE FOLLOWING WORDS HAVE THE MEANINGS 10 | |
| 307 | + | INDICATED. 11 | |
| 306 | 308 | ||
| 307 | - | (3) Certificate of limited liability partnership, if the entity is a limited 10 | |
| 308 | - | liability partnership; 11 | |
| 309 | + | (B) “ASSEMBLY” MEANS ALL MEMBERS OF A LIMITED WORKER 12 | |
| 310 | + | COOPERATIVE ASSOCIAT ION WHO HAVE VOTING RIGHTS UNDER THIS SU BTITLE AND 13 | |
| 311 | + | THE LIMITED WORKER C OOPERATIVE ASSOCIATI ON’S COOPERATIVE AGREEM ENT. 14 | |
| 309 | 312 | ||
| 310 | - | (4) Certificate of limited partnership, if the entity is a limited partnership; 12 | |
| 311 | - | or 13 | |
| 313 | + | (C) “COLLECTIVE WORKER COO PERATIVE” MEANS A LIMITED WORK ER 15 | |
| 314 | + | COOPERATIVE ASSOCIAT ION THAT HAS ONLY ON E CLASS OF MEMBERS CONSISTING 16 | |
| 315 | + | OF WORKER MEMBERS WH O MANAGE ALL OF THE AFFAIRS OF THE ASSOC IATION. 17 | |
| 312 | 316 | ||
| 313 | - | (5) Articles of incorporation, if the entity is a professional corporation. 14 | |
| 317 | + | (D) “COOPERATIVE AGREEMENT ” MEANS THE OPERATING AGREEMENT OF 18 | |
| 318 | + | A LIMITED WORKER COO PERATIVE ASSOCIATION . 19 | |
| 314 | 319 | ||
| 315 | - | SUBTITLE 12A. MARYLAND LIMITED WORKER COOPERATIVE ASSOCIATION ACT. 15 | |
| 320 | + | (E) “FOREIGN WORKER COOPER ATIVE” MEANS AN ENTITY FORM ED UNDER 20 | |
| 321 | + | THE LAWS OF A STATE OTHER THAN THIS STATE THAT IS SIMILAR TO AN ENTITY 21 | |
| 322 | + | FORMED UNDER THIS SU BTITLE. 22 | |
| 316 | 323 | ||
| 317 | - | 4A–12A–01. 16 | |
| 324 | + | (F) “INVESTOR MEMBER ” MEANS A MEMBER OF A LIMITED WORKER 23 | |
| 325 | + | COOPERATIVE ASSOCIAT ION WHO IS NOT REQUI RED OR PERMITTED TO CONDUCT 24 | |
| 326 | + | PATRONAGE WITH THE A SSOCIATION IN THE MEMBER ’S CAPACITY AS AN INV ESTOR 25 | |
| 327 | + | MEMBER IN ORDER TO RECEIVE OR RETAIN THE MEMBER ’S INTEREST IN THE 26 | |
| 328 | + | ASSOCIATION. 27 | |
| 318 | 329 | ||
| 319 | - | (A) IN THIS SUBTITLE THE FOLLOWING WORDS HAVE THE MEANINGS 17 | |
| 320 | - | INDICATED. 18 | |
| 330 | + | (G) “LIMITED WORKER COOPER ATIVE ASSOCIATION ” MEANS A MARYLAND 28 | |
| 331 | + | LIMITED LIABILITY CO MPANY THAT ELECTS TO BE A LIMITED WORKER 29 | |
| 332 | + | COOPERATI VE ASSOCIATION IN AC CORDANCE WITH THIS S UBTITLE. 30 | |
| 333 | + | 8 SENATE BILL 144 | |
| 321 | 334 | ||
| 322 | - | (B) “ASSEMBLY” MEANS ALL MEMBERS OF A LIMITED WORKER 19 | |
| 323 | - | COOPERATIVE ASSOCIAT ION WHO HAVE VOTING RIGH TS UNDER THIS SUBTIT LE AND 20 | |
| 324 | - | THE LIMITED WORKER C OOPERATIVE ASSOCIATI ON’S COOPERATIVE AGREEM ENT. 21 | |
| 325 | 335 | ||
| 326 | - | ( | |
| 327 | - | COOPERATIVE ASSOCIAT ION | |
| 328 | - | ||
| 336 | + | (H) “PATRON MEMBER ” MEANS A MEMBER OF A LIMITED WORKER 1 | |
| 337 | + | COOPERATIVE ASSOCIAT ION WHO IS REQUIRED OR PERMITTED TO COND UCT 2 | |
| 338 | + | PATRONAGE WITH THE A SSOCIATION. 3 | |
| 329 | 339 | ||
| 330 | - | (D) “COOPERATIVE AGREEMENT ” MEANS THE OPERATING AGREEMENT OF 25 | |
| 331 | - | A LIMITED WORKER COO PERATIVE ASSOCIATION . 26 | |
| 340 | + | (I) “PATRONAGE” MEANS BUSINESS TRANS ACTIONS BETWEEN A LIMITED 4 | |
| 341 | + | WORKER COOPERATIVE A SSOCIATION AND A PER SON THAT ENTITLES TH E PERSON 5 | |
| 342 | + | TO RECEIVE FINANCIAL RIGHTS BASED ON THE VALUE OR QUANTITY OF BUSINESS 6 | |
| 343 | + | BETWEEN THE ASSOCIAT ION AND THE PERSON . 7 | |
| 332 | 344 | ||
| 333 | - | (E) “FOREIGN WORKER COOPER ATIVE” MEANS AN ENTITY FORM ED UNDER 27 | |
| 334 | - | THE LAWS OF A STATE OTHER THA N THIS STATE THAT IS SIMILAR TO AN ENTITY 28 | |
| 335 | - | FORMED UNDER THIS SU BTITLE. 29 8 SENATE BILL 144 | |
| 345 | + | (J) “REPRESENTATIVE ” MEANS A PERSON SERVI NG ON THE BOARD OF 8 | |
| 346 | + | REPRESENTATIVES OF A LIM ITED WORKER COOPERAT IVE ASSOCIATION. 9 | |
| 347 | + | ||
| 348 | + | (K) “VOTING POWER ” MEANS THE PROPORTION OF TOTAL VOTES ENTIT LED 10 | |
| 349 | + | TO BE CAST ON A MATT ER THAT ARE HELD BY A PARTICULAR MEMBER OR A GROUP 11 | |
| 350 | + | OR CLASS OF MEMBERS . 12 | |
| 351 | + | ||
| 352 | + | (L) “WORKER MEMBER ” MEANS A PATRON MEMB ER OF A LIMITED WORK ER 13 | |
| 353 | + | COOPERATIVE ASSOCIAT ION WHO IS A NATURAL PERSON AND WHOSE PAT RONAGE 14 | |
| 354 | + | CONSISTS OF OR INCLU DES LABOR CONTRIBUTE D TO OR FOR THE ASSO CIATION. 15 | |
| 355 | + | ||
| 356 | + | 4A–12A–02. 16 | |
| 357 | + | ||
| 358 | + | (A) THE PROVISIONS OF THI S SUBTITLE APPLY TO LIMITED WORKER 17 | |
| 359 | + | COOPERATIVE ASSOCIATIONS EXCEPT TO THE EXTENT THAT : 18 | |
| 360 | + | ||
| 361 | + | (1) THE CONTEXT OF A PROV ISION CLEARLY REQUIR ES OTHERWISE ; 19 | |
| 362 | + | OR 20 | |
| 363 | + | ||
| 364 | + | (2) A SPECIFIC PROVISION O F THIS TITLE PROVIDE S OTHERWISE. 21 | |
| 365 | + | ||
| 366 | + | (B) THIS SUBTITLE APPLIES ONLY TO A LIMITED WO RKER COOPERATIVE 22 | |
| 367 | + | ASSOCIATION. 23 | |
| 368 | + | ||
| 369 | + | (C) (1) THE EXISTENCE OF THIS SUBTITLE DOES NOT OF ITSELF CREATE 24 | |
| 370 | + | ANY IMPLICATION THAT A CONTRARY OR DIFFER ENT RULE OF LAW IS O R WOULD BE 25 | |
| 371 | + | APPLICABLE TO A LIMI TED LIABILITY COMPAN Y THAT IS NOT A LIMI TED WORKER 26 | |
| 372 | + | COOPERATIVE ASSOCIAT ION. 27 | |
| 373 | + | ||
| 374 | + | (2) THIS SUBTITLE DOES NO T AFFECT ANY STATUTE OR RULE OF LAW 28 | |
| 375 | + | AS IT APPLIES TO A L IMITED LIABILITY COM PANY THAT IS NOT A L IMITED WORKER 29 | |
| 376 | + | COOPERATIVE ASSOCIAT ION. 30 | |
| 377 | + | SENATE BILL 144 9 | |
| 378 | + | ||
| 379 | + | ||
| 380 | + | (D) A PROVISION OF THE ART ICLES OF ORGANIZATIO N OR COOPERATIVE 1 | |
| 381 | + | AGREEMENT OF A LIMIT ED WORKER COOPERATIV E ASSOCIATION MAY N OT BE 2 | |
| 382 | + | INCONSISTENT WITH AN Y PROVISION OF THIS SUBTITLE. 3 | |
| 383 | + | ||
| 384 | + | 4A–12A–03. 4 | |
| 385 | + | ||
| 386 | + | UNLESS OTHERWISE PROV IDED IN THIS SUBTITL E, THE POLICY OF THIS 5 | |
| 387 | + | SUBTITLE IS TO GIVE MAXIMUM EFFECT TO TH E PRINCIPLE OF DEMOC RATIC 6 | |
| 388 | + | SELF–MANAGEMENT OF A LIMI TED WORKER COOPERATI VE ASSOCIAT ION BY ITS 7 | |
| 389 | + | WORKER MEMBERS . 8 | |
| 390 | + | ||
| 391 | + | 4A–12A–04. 9 | |
| 392 | + | ||
| 393 | + | (A) A LIMITED LIABILITY CO MPANY MAY ELECT TO B E A LIMITED WORKER 10 | |
| 394 | + | COOPERATIVE ASSOCIAT ION UNDER THIS SUBTI TLE BY INCLUDING IN ITS ARTICLES 11 | |
| 395 | + | OF ORGANIZATION A ST ATEMENT THAT THE LIM ITED LIABILITY COMPA NY IS A 12 | |
| 396 | + | LIMITED WORKER COOPERATIVE AS SOCIATION. 13 | |
| 397 | + | ||
| 398 | + | (B) A LIMITED LIABILITY CO MPANY THAT HAS ELECT ED TO BE A LIMITED 14 | |
| 399 | + | WORKER COOPERATIVE A SSOCIATION MAY FURTH ER ELECT TO BE A COL LECTIVE 15 | |
| 400 | + | WORKER COOPERATIVE B Y INCLUDING IN ITS A RTICLES OF ORGANIZAT ION A 16 | |
| 401 | + | STATEMENT THAT IT IS A COLLECTIVE WORKER COO PERATIVE. 17 | |
| 402 | + | ||
| 403 | + | (C) UNLESS THE LIMITED WO RKER COOPERATIVE ASS OCIATION HAS 18 | |
| 404 | + | ELECTED TO BE A COLL ECTIVE WORKER COOPER ATIVE, THE ARTICLES OF 19 | |
| 405 | + | ORGANIZATION OF A LI MITED WORKER COOPERA TIVE ASSOCIATION SHA LL INCLUDE 20 | |
| 406 | + | THE NAMES OF THOSE I NDIVIDUALS W HO WILL SERVE AS REP RESENTATIVES UNTIL 21 | |
| 407 | + | THEIR SUCCESSORS ARE ELECTED AND QUALIFY . 22 | |
| 408 | + | ||
| 409 | + | (D) THE NAME OF A LIMITED WORKER COOPERATIVE A SSOCIATION SHALL 23 | |
| 410 | + | COMPLY WITH THE REQU IREMENTS OF TITLE 1, SUBTITLE 5 OF THIS ARTICLE. 24 | |
| 411 | + | ||
| 412 | + | 4A–12A–05. 25 | |
| 413 | + | ||
| 414 | + | (A) THIS SECTION DOES NOT APPLY TO A COLLECTIV E WORKER 26 | |
| 415 | + | COOPERATIVE . 27 | |
| 416 | + | ||
| 417 | + | (B) AFTER A LIMITED WORKE R COOPERATIVE ASSOCI ATION IS FORMED : 28 | |
| 418 | + | ||
| 419 | + | (1) IF INITIAL REPRESENTA TIVES ARE NAMED IN THE ART ICLES OF 29 | |
| 420 | + | ORGANIZATION , THE INITIAL REPRESEN TATIVES SHALL HOLD AN ORGANI ZATIONAL 30 | |
| 421 | + | MEETING TO ADOPT THE COOPERATIVE AGRE EMENT AND CARRY ON A NY OTHER 31 | |
| 422 | + | BUSINESS NECESSARY O R PROPER TO COMPLETE THE ORGANIZATION OF THE 32 | |
| 423 | + | ASSOCIATION; OR 33 10 SENATE BILL 144 | |
| 336 | 424 | ||
| 337 | 425 | ||
| 338 | 426 | ||
| 339 | - | (F) “INVESTOR MEMBER ” MEANS A MEMBER OF A LIMITED WORKER 1 | |
| 340 | - | COOPERATIVE ASSOCIAT ION WHO IS NOT REQUI RED OR PERMITTED TO CONDUCT 2 | |
| 341 | - | PATRONAGE WITH THE A SSOCIATION IN THE ME MBER’S CAPACITY AS AN INVESTOR 3 | |
| 342 | - | MEMBER IN ORDER TO RECEIVE OR RETAIN THE MEMBER ’S INTEREST IN THE 4 | |
| 343 | - | ASSOCIATION. 5 | |
| 427 | + | (2) IF INITIAL REPRESENTA TIVES ARE NOT NAMED IN THE ARTICLES 1 | |
| 428 | + | OF ORGANIZATION , THE PERSON WHO HAS C AUSED THE ARTICLES T O BE EXECUTED 2 | |
| 429 | + | AND FILED FOR RECORD SHALL DESIGNATE THE INITIAL REPRESENTATI VES AND 3 | |
| 430 | + | CALL A MEETING OF TH E INITIAL REPRESENTA TIVES TO ADOPT AN INITIAL 4 | |
| 431 | + | COOPERATIVE AGREEMEN T AND CARRY OUT ANY OTHER BUSINESS NECES SARY AND 5 | |
| 432 | + | PROPER TO COMPLETE T HE ORGANIZATION OF T HE ASSOCIATION. 6 | |
| 344 | 433 | ||
| 345 | - | ( | |
| 346 | - | ||
| 347 | - | ||
| 434 | + | (C) UNLESS PROVIDED OTHER WISE IN THE ARTICLES OF ORGANIZATION , 7 | |
| 435 | + | THE INITIAL REPRESEN TATIVES MAY CAUSE THE LIMITE D WORKER COOPERATIVE 8 | |
| 436 | + | ASSOCIATION TO ACCEP T MEMBERS. 9 | |
| 348 | 437 | ||
| 349 | - | (H) “PATRON MEMBER ” MEANS A MEMBER OF A LIMITED WORKER 9 | |
| 350 | - | COOPERATIVE ASSOCIAT ION WHO IS REQUIRED OR PERMITTED TO COND UCT 10 | |
| 351 | - | PATRONAGE WITH THE A SSOCIATION. 11 | |
| 438 | + | (D) INITIAL REPRESENTATIV ES OF A LIMITED WORKER COOPERATIVE 10 | |
| 439 | + | ASSOCIATION NEED NOT BE MEMBERS OF THE ASSOCIATION . 11 | |
| 352 | 440 | ||
| 353 | - | (I) “PATRONAGE” MEANS BUSINESS TRANS ACTIONS BETWEEN A LI MITED 12 | |
| 354 | - | WORKER COOPERATIVE A SSOCIATION AND A PERS ON THAT ENTITLES THE PERSON 13 | |
| 355 | - | TO RECEIVE FINANCIAL RIGHTS BASED ON THE VALUE OR QUANTITY OF BUSINESS 14 | |
| 356 | - | BETWEEN THE ASSOCIAT ION AND THE PERSON . 15 | |
| 441 | + | (E) AN INITIAL REPRESENTA TIVE SERVES UNTIL: 12 | |
| 357 | 442 | ||
| 358 | - | ( | |
| 359 | - | ||
| 443 | + | (1) A SUCCESSOR IS ELECTED AND QUALIFIES AT AN ASSEMBLY 13 | |
| 444 | + | MEETING; OR 14 | |
| 360 | 445 | ||
| 361 | - | (K) “VOTING POWER ” MEANS THE PROPORTION OF TOTAL VOTES ENTIT LED 18 | |
| 362 | - | TO BE CAST ON A MATT ER THAT ARE HELD BY A PARTICULAR MEMBER OR A GROUP 19 | |
| 363 | - | OR CLASS OF MEMBERS . 20 | |
| 446 | + | (2) THE REPRESENTATIVE IS REMOVED. 15 | |
| 364 | 447 | ||
| 365 | - | (L) “WORKER MEMBER ” MEANS A PATRON MEMBE R OF A LIMITED WORKE R 21 | |
| 366 | - | COOPERATIVE ASSOCIAT ION WHO IS A NATURAL PERSON AND WHOSE PAT RONAGE 22 | |
| 367 | - | CONSISTS OF OR INCLU DES LABOR CONTRIBUTE D TO OR FOR THE ASSO CIATION. 23 | |
| 448 | + | 4A–12A–06. 16 | |
| 368 | 449 | ||
| 369 | - | 4A–12A–02. 24 | |
| 450 | + | AFTER A COLLECTIVE WO RKER COOPERATIVE IS FORMED, THE INITIAL 17 | |
| 451 | + | WORKER MEMBERS SHALL HOLD AN ORGANIZATION AL MEETING TO ADOPT THE 18 | |
| 452 | + | COOPERATIVE AGREEMEN T AND CONDUCT ANY OT HER BUSINESS NECESSA RY OR 19 | |
| 453 | + | PROPER TO COMPLETE T HE ORGANIZATION OF T HE COLLECTIVE WORKER 20 | |
| 454 | + | COOPERATIVE . 21 | |
| 370 | 455 | ||
| 371 | - | (A) THE PROVISIONS OF THI S SUBTITLE APPLY TO LIMITED WORKER 25 | |
| 372 | - | COOPERATIVE ASSOCIAT IONS EXCEPT TO THE E XTENT THAT: 26 | |
| 456 | + | 4A–12A–07. 22 | |
| 373 | 457 | ||
| 374 | - | | |
| 375 | - | ||
| 458 | + | CLEAR REFERENCE TO TH E FACT THAT A LIMITED LIABILITY COMPANY IS A 23 | |
| 459 | + | LIMITED WORKER COOPE RATIVE ASSOCIATION S HALL APPEAR PROMINEN TLY: 24 | |
| 376 | 460 | ||
| 377 | - | (2) A SPECIFIC PROVISION O F THIS TITLE PROVIDE S OTHERWISE. 29 | |
| 461 | + | (1) AT THE HEAD OF THE AR TICLES OF ORGANIZATI ON OR AN 25 | |
| 462 | + | AMENDMENT MADE TO TH E ARTICLES OF ORGANI ZATION IN WHICH THE ELECTION 26 | |
| 463 | + | TO BE A LIMITED WORK ER COOPERATIVE ASSOCIAT ION IS MADE; 27 | |
| 378 | 464 | ||
| 379 | - | (B) THIS SUBTITLE APPLIES ONLY TO A LIMITED WO RKER COOPERATIVE 30 | |
| 380 | - | ASSOCIATION. 31 | |
| 381 | - | SENATE BILL 144 9 | |
| 465 | + | (2) AT THE HEAD OF EACH S UBSEQUENT ARTICLES O F ORGANIZATION 28 | |
| 466 | + | OF THE LIMITED WORKE R COOPERATIVE ASSOCI ATION; AND 29 | |
| 382 | 467 | ||
| 383 | - | ||
| 384 | - | (C) (1) THE EXISTENCE OF THIS SUBTITLE DOE S NOT OF ITSELF CREA TE 1 | |
| 385 | - | ANY IMPLICATION THAT A CONTRARY OR DIFFER ENT RULE OF LAW IS O R WOULD BE 2 | |
| 386 | - | APPLICABLE TO A LIMI TED LIABILITY COMPAN Y THAT IS NOT A LIMI TED WORKER 3 | |
| 387 | - | COOPERATIVE ASSOCIAT ION. 4 | |
| 388 | - | ||
| 389 | - | (2) THIS SUBTITLE DOES NO T AFFECT ANY STATUTE OR RULE OF LAW 5 | |
| 390 | - | AS IT APPLIES TO A LIMITED LIABILITY COMP ANY THAT IS NOT A LI MITED WORKER 6 | |
| 391 | - | COOPERATIVE ASSOCIAT ION. 7 | |
| 392 | - | ||
| 393 | - | (D) A PROVISION OF THE ART ICLES OF ORGANIZATIO N OR COOPERATIVE 8 | |
| 394 | - | AGREEMENT OF A LIMIT ED WORKER COOPERATIV E ASSOCIATION MAY NO T BE 9 | |
| 395 | - | INCONSISTENT WITH AN Y PROVISION OF THIS SUBTITLE . 10 | |
| 396 | - | ||
| 397 | - | 4A–12A–03. 11 | |
| 398 | - | ||
| 399 | - | UNLESS OTHERWISE PROV IDED IN THIS SUBTITL E, THE POLICY OF THIS 12 | |
| 400 | - | SUBTITLE IS TO GIVE MAXIMUM EFFECT TO TH E PRINCIPLE OF DEMOC RATIC 13 | |
| 401 | - | SELF–MANAGEMENT OF A LIMI TED WORKER COOPERATI VE ASSOCIATION BY IT S 14 | |
| 402 | - | WORKER MEMBERS . 15 | |
| 403 | - | ||
| 404 | - | 4A–12A–04. 16 | |
| 405 | - | ||
| 406 | - | (A) A LIMITED LIABILITY CO MPANY MAY ELECT TO B E A LIMITED WORKER 17 | |
| 407 | - | COOPERATIVE ASSOCIAT ION UNDER THIS SUBTI TLE BY INCLUDING IN ITS ARTICLES 18 | |
| 408 | - | OF ORGANIZATION A ST ATEMENT THAT THE LIM ITED LIABILITY COMPA NY IS A 19 | |
| 409 | - | LIMITED WORKER COOPE RATIVE ASSOCIATION . 20 | |
| 410 | - | ||
| 411 | - | (B) A LIMITED LIABILITY CO MPANY THAT HAS ELECT ED TO BE A LIMITED 21 | |
| 412 | - | WORKER COOPERATIVE A SSOCIATION MAY FURTH ER ELECT TO BE A COL LECTIVE 22 | |
| 413 | - | WORKER COOPERATIVE B Y INCLUDING IN ITS A RTICLES OF ORGANIZAT ION A 23 | |
| 414 | - | STATEMENT THAT IT IS A COLLECTIVE WORKER COOPERATIVE . 24 | |
| 415 | - | ||
| 416 | - | (C) UNLESS THE LIMITED WO RKER COOPERATIVE ASS OCIATION HAS 25 | |
| 417 | - | ELECTED TO BE A COLL ECTIVE WORKER COOPER ATIVE, THE ARTICLES OF 26 | |
| 418 | - | ORGANIZATION OF A LI MITED WORKER COOPERA TIVE ASSOCIATION SHA LL INCLUDE 27 | |
| 419 | - | THE NAMES OF THOSE I NDIVIDUALS WHO WILL SERVE AS REPRESENTAT IVES UNTIL 28 | |
| 420 | - | THEIR SUCCESSORS ARE ELECTED AND QUALIFY . 29 | |
| 421 | - | ||
| 422 | - | (D) THE NAME OF A LIMITED WORKER COOPERATIVE A SSOCIATION SHALL 30 | |
| 423 | - | COMPLY WITH THE REQU IREMENTS OF TITLE 1, SUBTITLE 5 OF THIS ARTICLE. 31 | |
| 424 | - | ||
| 425 | - | 4A–12A–05. 32 | |
| 426 | - | 10 SENATE BILL 144 | |
| 427 | - | ||
| 428 | - | ||
| 429 | - | (A) THIS SECTION DOES NOT APPLY TO A COLLECTIV E WORKER 1 | |
| 430 | - | COOPERATIVE . 2 | |
| 431 | - | ||
| 432 | - | (B) AFTER A LIMITED WORKE R COOPERATIVE ASSOCI ATION IS FORMED : 3 | |
| 433 | - | ||
| 434 | - | (1) IF INITIAL REPRESENTA TIVES ARE NAMED IN THE ART ICLES OF 4 | |
| 435 | - | ORGANIZATION , THE INITIAL REPRESEN TATIVES SHALL HOLD AN ORGANI ZATIONAL 5 | |
| 436 | - | MEETING TO ADOPT THE COOPERATIVE AGREEMEN T AND CARRY ON ANY OTHER 6 | |
| 437 | - | BUSINESS NECESSARY O R PROPER TO COMPLETE THE ORGANIZATION OF THE 7 | |
| 438 | - | ASSOCIATION; OR 8 | |
| 439 | - | ||
| 440 | - | (2) IF INITIAL REPRESENTA TIVES ARE NOT NAMED IN THE ARTICLES 9 | |
| 441 | - | OF ORGANIZATION , THE PERSON WHO HAS C AUSED THE ARTICLES T O BE EXECUTED 10 | |
| 442 | - | AND FILED FOR RECOR D SHALL DESIGNATE TH E INITIAL REPRESENTA TIVES AND 11 | |
| 443 | - | CALL A MEETING OF TH E INITIAL REPRESENTA TIVES TO ADOPT AN INITIAL 12 | |
| 444 | - | COOPERATIVE AGREEMEN T AND CARRY OUT ANY OTHER BUSINESS NECES SARY AND 13 | |
| 445 | - | PROPER TO COMPLETE T HE ORGANIZATION OF T HE ASSOCIATION . 14 | |
| 446 | - | ||
| 447 | - | (C) UNLESS PROVIDED OTHERWISE IN THE ARTICLES OF ORGA NIZATION, 15 | |
| 448 | - | THE INITIAL REPRESEN TATIVES MAY CAUSE THE LIMITE D WORKER COOPERATIVE 16 | |
| 449 | - | ASSOCIATION TO ACCEP T MEMBERS. 17 | |
| 450 | - | ||
| 451 | - | (D) INITIAL REPRESENTATIV ES OF A LIMITED WORKER COOPERATIVE 18 | |
| 452 | - | ASSOCIATION NEED NOT BE MEMBERS OF THE AS SOCIATION. 19 | |
| 453 | - | ||
| 454 | - | (E) AN INITIAL REPRESENTA TIVE SERVES UNTIL: 20 | |
| 455 | - | ||
| 456 | - | (1) A SUCCESSOR IS ELECTED AND QUALIFIES AT AN ASSEMBLY 21 | |
| 457 | - | MEETING; OR 22 | |
| 458 | - | ||
| 459 | - | (2) THE REPRESENTATIVE IS REMOVED. 23 | |
| 460 | - | ||
| 461 | - | 4A–12A–06. 24 | |
| 462 | - | ||
| 463 | - | AFTER A COLLECTIVE WO RKER COOPERATIVE IS FORMED, THE INITIAL 25 | |
| 464 | - | WORKER MEMBERS SHALL HOLD AN ORGANI ZATIONAL MEETING TO ADOPT THE 26 | |
| 465 | - | COOPERATIVE AGREEMEN T AND CONDUCT ANY OT HER BUSINESS NECESSA RY OR 27 | |
| 466 | - | PROPER TO COMPLETE T HE ORGANIZATION OF T HE COLLECTIVE WORKER 28 | |
| 467 | - | COOPERATIVE . 29 | |
| 468 | - | ||
| 469 | - | 4A–12A–07. 30 | |
| 470 | - | ||
| 471 | - | CLEAR REFERENCE TO TH E FACT THAT A LIMITE D LIABILITY COMPANY IS A 31 | |
| 472 | - | LIMITED WORKER COOPE RATIVE ASSOCIATION S HALL APPEAR PROMINEN TLY: 32 SENATE BILL 144 11 | |
| 468 | + | (3) ON EACH CERTIFICATE R EPRESENTING OUTSTAND ING 30 | |
| 469 | + | MEMBERSHIP INTERESTS IN THE LIMITED WORKE R COOPERATIVE A SSOCIATION. 31 SENATE BILL 144 11 | |
| 473 | 470 | ||
| 474 | 471 | ||
| 475 | 472 | ||
| 476 | - | (1) AT THE HEAD OF THE AR TICLES OF ORGANIZATI ON OR AN 1 | |
| 477 | - | AMENDMENT MADE TO TH E ARTICLES OF ORGANI ZATION IN WHICH THE ELECTION 2 | |
| 478 | - | TO BE A LIMITED WORK ER COOPERATIVE ASSOC IATION IS MADE; 3 | |
| 473 | + | 4A–12A–08. 1 | |
| 479 | 474 | ||
| 480 | - | (2) AT THE HEAD OF EACH S UBSEQUENT ARTICLES O F ORGANIZATION 4 | |
| 481 | - | OF THE LIMITED WORKE R COOPERATIVE ASSOCI ATION; AND 5 | |
| 475 | + | (A) SUBJECT TO SUBSECTION (B) OF THIS SECTION , A LIMITED WORKER 2 | |
| 476 | + | COOPERATIVE ASSOCIAT ION MAY TERMINATE IT S STATUS AS A LIMITE D WORKER 3 | |
| 477 | + | COOPERATIVE ASSOCIAT ION BY AMENDING ITS ARTICLES OF ORGANIZA TION TO 4 | |
| 478 | + | DELETE THE STATEMENT S REQUIRED BY § 4A–12A–04 OF THIS SUBTITLE. 5 | |
| 482 | 479 | ||
| 483 | - | (3) ON EACH CERTIFICATE R EPRESENTING OUTSTAND ING 6 | |
| 484 | - | MEMBERSHIP INTERESTS IN THE LIMITED WORKE R COOPERATIVE ASSOCI ATION. 7 | |
| 480 | + | (B) ANY TERMINATION OF A LIMITED WORKER COOPE RATIVE 6 | |
| 481 | + | ASSOCIATION’S STATUS SHALL BE SU BJECT TO THE APPROVA L OF TWO–THIRDS OF 7 | |
| 482 | + | THE VOTING POWER OF WORKER MEMBERS AND T WO–THIRDS OF ALL MEMBERS 8 | |
| 483 | + | ENTITLED TO VOTE ON THE MATTER. 9 | |
| 485 | 484 | ||
| 486 | - | 4A–12A– | |
| 485 | + | 4A–12A–09. 10 | |
| 487 | 486 | ||
| 488 | - | (A) SUBJECT TO SUBSECTION (B) OF THIS SECTION , A LIMITED WORKER 9 | |
| 489 | - | COOPERATIVE ASSOCIAT ION MAY TERMINATE IT S STATUS AS A LIMITE D WORKER 10 | |
| 490 | - | COOPERATIVE ASSOCIAT ION BY AMENDING ITS ARTICLES OF ORGANIZA TION TO 11 | |
| 491 | - | DELETE THE STATEMENT S REQUIRED BY § 4A–12A–04 OF THIS SUBTITLE. 12 | |
| 487 | + | (A) THE COOPERATIVE AGREE MENT OF A LIMITED WO RKER COOPERATIVE 11 | |
| 488 | + | ASSOCIATION SHALL IN CLUDE: 12 | |
| 492 | 489 | ||
| 493 | - | (B) ANY TERMINATION OF A LIMITED WORKER COOPE RATIVE 13 | |
| 494 | - | ASSOCIATION’S STATUS SHALL BE SU BJECT TO THE APPROVA L OF TWO–THIRDS OF 14 | |
| 495 | - | THE VOTING POWER OF WORKER MEMBERS AND T WO–THIRDS OF ALL MEMBERS 15 | |
| 496 | - | ENTITLED TO VOTE ON THE MATTER. 16 | |
| 490 | + | (1) A STATEMENT OF THE CAP ITAL STRUCTURE OF TH E ASSOCIATION; 13 | |
| 497 | 491 | ||
| 498 | - | 4A–12A–09. 17 | |
| 492 | + | (2) THE CLASSES OR OTHER TYPES OF MEMBERSHIP INTERESTS AND 14 | |
| 493 | + | RELATIVE RIGHTS , PREFERENCES , AND RESTRICTIONS GRA NTED TO OR IMPOSED 15 | |
| 494 | + | ON EACH CLASS OR OTH ER TYPE OF MEMBERSHI P INTEREST, INCLUDING: 16 | |
| 499 | 495 | ||
| 500 | - | (A) THE COOPER ATIVE AGREEMENT OF A LIMITED WORKER COOPE RATIVE 18 | |
| 501 | - | ASSOCIATION SHALL IN CLUDE: 19 | |
| 496 | + | (I) A STATEMENT CONCERNING : 17 | |
| 502 | 497 | ||
| 503 | - | (1) A STATEMENT OF THE CAP ITAL STRUCTURE OF TH E ASSOCIATION; 20 | |
| 498 | + | 1. THE MANNER IN WHICH P ROFITS AND LOSSES AR E 18 | |
| 499 | + | ALLOCATED AND DISTRI BUTIONS ARE MADE AMO NG MEMBERS ; AND 19 | |
| 504 | 500 | ||
| 505 | - | | |
| 506 | - | ||
| 507 | - | ||
| 501 | + | 2. IF INVESTOR MEMBERS A RE AUTHORIZED , THE 20 | |
| 502 | + | MANNER IN WHICH PROF ITS AND LOSSES ARE A LLOCATED AND DISTRIB UTIONS ARE 21 | |
| 503 | + | MADE AMONG INVESTOR MEMBERS; AND 22 | |
| 508 | 504 | ||
| 509 | - | (I) A STATEMENT CONCERNING : 24 | |
| 505 | + | (II) A STATEMENT DESIGNATIN G VOTING AND OTHER 23 | |
| 506 | + | GOVERNANCE RIGHTS OF EACH CLASS OR OTHER TYPE OF MEMBERS HIP INTEREST, 24 | |
| 507 | + | INCLUDING WHICH MEMB ERS HAVE VOTING POWE R AND ANY RESTRICTIO NS ON 25 | |
| 508 | + | VOTING POWER ; 26 | |
| 510 | 509 | ||
| 511 | - | 1. THE MANNER IN WHICH P ROFITS AND LOSSES AR E 25 | |
| 512 | - | ALLOCATED AND DISTRI BUTIONS ARE MADE AMO NG MEMBERS ; AND 26 | |
| 510 | + | (3) A STATEMENT OF THE MET HOD OF ADMISSION OF MEMBERS; 27 | |
| 513 | 511 | ||
| 514 | - | | |
| 515 | - | ||
| 516 | - | ||
| 512 | + | (4) A STATEMENT THAT A MEM BERSHIP INTEREST IS TRANSFERABLE , 28 | |
| 513 | + | IF IT IS TO BE TRANS FERABLE, AND A STATEM ENT OF THE CONDITION S UNDER 29 | |
| 514 | + | WHICH IT MAY BE TRAN SFERRED; 30 | |
| 517 | 515 | 12 SENATE BILL 144 | |
| 518 | 516 | ||
| 519 | 517 | ||
| 520 | - | ( | |
| 521 | - | ||
| 522 | - | ||
| 523 | - | ||
| 518 | + | (5) A STATEMENT CONCERNING WHETHER AND HOW PERS ONS THAT 1 | |
| 519 | + | ARE NOT MEMBERS BUT CONDUCT BUSINESS WIT H THE ASSOCIATION MA Y BE 2 | |
| 520 | + | ALLOWED TO SHARE IN ALLOCATIONS OF PROFI TS AND LOSSES AND RE CEIVE 3 | |
| 521 | + | DISTRIBUTIONS; 4 | |
| 524 | 522 | ||
| 525 | - | (3) A STATEMENT OF THE MET HOD OF ADMISSION OF MEMBERS; 5 | |
| 523 | + | (6) A STATEMENT OF THE NUM BER AND TERMS OF 5 | |
| 524 | + | REPRESENTATIVES OR THE METHOD BY WHI CH THE NUMBER AND TE RMS ARE 6 | |
| 525 | + | DETERMINED ; 7 | |
| 526 | 526 | ||
| 527 | - | (4) A STATEMENT THAT A MEM BERSHIP INTEREST IS TRANSFERABLE , 6 | |
| 528 | - | IF IT IS TO BE TRANS FERABLE, AND A STATEMENT OF T HE CONDITIONS UNDER 7 | |
| 529 | - | WHICH IT MAY BE TRANSF ERRED; 8 | |
| 527 | + | (7) A STATEMENT ADDRESSING MEMBERS’ CONTRIBUTIONS ; AND 8 | |
| 530 | 528 | ||
| 531 | - | ( | |
| 532 | - | ||
| 533 | - | ||
| 534 | - | ||
| 529 | + | (8) A STATEMENT ON WHETHER THE LIMITED WORKER C OOPERATIVE 9 | |
| 530 | + | ASSOCIATION WILL ELECT TO BE TAXED AS A PARTNERSH IP OR A CORPORATION FOR 10 | |
| 531 | + | FEDERAL AND STATE INCOME TAX PURP OSES THAT INCLUDES A N EXPLANATION OF 11 | |
| 532 | + | THE TAX IMPLICATIONS OF THE ELECTION FOR THE WORKER MEMBERS . 12 | |
| 535 | 533 | ||
| 536 | - | (6) A STATEMENT OF TH E NUMBER AND TERMS O F 13 | |
| 537 | - | REPRESENTATIVES OR THE METHOD BY WHI CH THE NUMBER AND TE RMS ARE 14 | |
| 538 | - | DETERMINED ; 15 | |
| 534 | + | (B) THE COOPERATIVE AGREE MENT OF A LIMITED WO RKER COOPERAT IVE 13 | |
| 535 | + | ASSOCIATION MAY CONT AIN ANY PROVISION FO R MANAGING AND REGUL ATING THE 14 | |
| 536 | + | AFFAIRS OF THE ASSOC IATION NOT INCONSIST ENT WITH ITS ARTICLE S OF 15 | |
| 537 | + | ORGANIZATION OR THIS TITLE. 16 | |
| 539 | 538 | ||
| 540 | - | (7) A STATEMENT ADDRESSING MEMBERS’ CONTRIBUTIONS ; AND 16 | |
| 539 | + | (C) A PERSON THAT BECOMES A MEMBER OF A LIMITE D WORKER 17 | |
| 540 | + | COOPERATIVE ASSOCIAT ION IS DEEME D TO ASSENT TO THE C OOPERATIVE 18 | |
| 541 | + | AGREEMENT OF THE ASS OCIATION. 19 | |
| 541 | 542 | ||
| 542 | - | (8) A STATEMENT ON WHETHER THE LIMITED WORKER C OOPERATIVE 17 | |
| 543 | - | ASSOCIATION WILL ELE CT TO BE TAXED AS A PARTNERSHIP OR A C ORPORATION FOR 18 | |
| 544 | - | FEDERAL AND STATE INCOME TAX PURP OSES THAT INCLUDES A N EXPLANATION OF 19 | |
| 545 | - | THE TAX IMPLICATIONS OF THE ELECTION FOR THE WORKER MEMBERS . 20 | |
| 543 | + | (D) THE COOPERATIVE AGREE MENT OF A LIMITED WO RKER COOPERATIVE 20 | |
| 544 | + | ASSOCIATION MAY BE E NTERED INTO BEFORE , AFTER, OR AT THE TIME OF FI LING 21 | |
| 545 | + | OF ARTICLES OF ORGAN IZATION AND MAY BE M ADE EFFECTIVE AS OF : 22 | |
| 546 | 546 | ||
| 547 | - | (B) THE COOPERATIVE AGREE MENT OF A LIMITED WO RKER COOPERATIVE 21 | |
| 548 | - | ASSOCIATION MAY CONT AIN ANY PROVISION FOR MANA GING AND REGULATING THE 22 | |
| 549 | - | AFFAIRS OF THE ASSOC IATION NOT INCONSIST ENT WITH ITS ARTICLE S OF 23 | |
| 550 | - | ORGANIZATION OR THIS TITLE. 24 | |
| 547 | + | (1) THE TIME OF FORMATION OF THE ASSOCIATION ; OR 23 | |
| 551 | 548 | ||
| 552 | - | (C) A PERSON THAT BECOMES A MEMBER OF A LIMITE D WORKER 25 | |
| 553 | - | COOPERATIVE ASSOCIAT ION IS DEEMED TO ASS ENT TO THE COOPERATI VE 26 | |
| 554 | - | AGREEMENT OF THE ASS OCIATION. 27 | |
| 549 | + | (2) THE TIME OR DATE PROV IDED IN THE COOPERAT IVE AGREEMENT . 24 | |
| 555 | 550 | ||
| 556 | - | (D) THE COOPERATIVE AGREE MENT OF A LIMITED WO RKER COOPERATIVE 28 | |
| 557 | - | ASSOCIATION MAY BE E NTERED INTO BEFORE , AFTER, OR AT THE TIME OF FI LING 29 | |
| 558 | - | OF ARTICLES OF ORGAN IZATION AND MAY BE M ADE EFFECTIVE AS OF : 30 | |
| 551 | + | 4A–12A–10. 25 | |
| 559 | 552 | ||
| 560 | - | (1) THE TIME OF FORMATION OF THE ASSOCIATION ; OR 31 | |
| 553 | + | (A) A LIMITED WORKER COOPE RATIVE ASSOCIATION M AY INCLUDE 26 | |
| 554 | + | MULTIPLE CLASSES OF MEMBERS WHOSE RIGHTS AND MEMBERSHIP INTER ESTS 27 | |
| 555 | + | SHALL BE DETERMINED BY THE COOPERATIVE A GREEMENT. 28 | |
| 561 | 556 | ||
| 562 | - | (2) THE TIME OR DATE PROV IDED IN THE COOPERAT IVE AGREEMENT . 32 | |
| 557 | + | (B) TO BEGIN BUSINESS , A LIMITED WORKER COO PERATIVE ASSOCIATION 29 | |
| 558 | + | MUST HAVE AT LEAST T HREE WORKER MEMBERS UNLESS THE SOLE MEMB ER IS A 30 | |
| 559 | + | LIMITED WORKER COOPE RATIVE ASSOCIATION . 31 | |
| 563 | 560 | SENATE BILL 144 13 | |
| 564 | 561 | ||
| 565 | 562 | ||
| 566 | - | 4A–12A–10. 1 | |
| 563 | + | (C) A PERSON BECOMES A MEM BER OF A LIMITED WORKER COOPERATIVE 1 | |
| 564 | + | ASSOCIATION: 2 | |
| 567 | 565 | ||
| 568 | - | (A) A LIMITED WORKER COOPE RATIVE ASSOCIATION M AY INCLUDE 2 | |
| 569 | - | MULTIPLE CLASSES OF MEMBERS WHOSE RIGHTS AND MEMBERSHIP INTER ESTS 3 | |
| 570 | - | SHALL BE DETERMINED BY THE COOPERATIVE AGREEMEN T. 4 | |
| 566 | + | (1) AS PROVIDED IN THE AR TICLES OF ORGANIZATI ON OR 3 | |
| 567 | + | COOPERATIVE AGREEMEN T; 4 | |
| 571 | 568 | ||
| 572 | - | (B) TO BEGIN BUSINESS , A LIMITED WORKER COO PERATIVE ASSOCIATION 5 | |
| 573 | - | MUST HAVE AT LEAST T HREE WORKER MEMBERS UNLESS THE SOLE MEMB ER IS A 6 | |
| 574 | - | LIMITED WORKER COOPE RATIVE ASSOCIATION . 7 | |
| 569 | + | (2) AS THE RESULT OF A ME RGER UNDER SUBTITLE 7 OF THIS TITLE; 5 | |
| 575 | 570 | ||
| 576 | - | (C) A PERSON BECOMES A MEM BER OF A LIMITED WOR KER COOPERA TIVE 8 | |
| 577 | - | ASSOCIATION: 9 | |
| 571 | + | (3) AS A RESULT OF A CONV ERSION UNDER THIS AR TICLE, IN WHICH 6 | |
| 572 | + | ANOTHER ENTITY ELECTS TO BE A LIMITED WORKER COOPERATIVE ASSOCIAT ION 7 | |
| 573 | + | UNDER THIS SUBTITLE ; OR 8 | |
| 578 | 574 | ||
| 579 | - | (1) AS PROVIDED IN THE AR TICLES OF ORGANIZATI ON OR 10 | |
| 580 | - | COOPERATIVE AGREEMEN T; 11 | |
| 575 | + | (4) WITH THE CONSENT OF A LL OF THE WORKER MEM BERS. 9 | |
| 581 | 576 | ||
| 582 | - | (2) AS THE RESULT OF A ME RGER UNDER SUBTITLE 7 OF THIS TITLE; 12 | |
| 577 | + | (D) A MEMBER MAY NOT ACT F OR OR BIND THE LIMIT ED WORKER 10 | |
| 578 | + | COOPERATIVE ASSOCIAT ION SOLELY BY REASON OF BEING A MEMB ER. 11 | |
| 583 | 579 | ||
| 584 | - | (3) AS A RESULT OF A CONV ERSION UNDER THIS AR TICLE, IN WHICH 13 | |
| 585 | - | ANOTHER ENTITY ELECT S TO BE A LIMITED WORKER COOPERA TIVE ASSOCIATION 14 | |
| 586 | - | UNDER THIS SUBTITLE ; OR 15 | |
| 580 | + | (E) UNLESS THE ARTICLES O F ORGANIZATION PROVI DE OTHERWISE , A 12 | |
| 581 | + | DEBT, AN OBLIGATION , OR ANY OTHER LIABILI TY OF A LIMITED WORK ER 13 | |
| 582 | + | COOPERATIVE ASSOCIAT ION IS SOLELY THAT O F THE ASSOCIATION AN D IS NOT THE 14 | |
| 583 | + | DEBT, OBLIGATION, OR LIABILITY OF A ME MBER. 15 | |
| 587 | 584 | ||
| 588 | - | (4) WITH THE CONSENT OF A LL OF THE WORKER MEM BERS. 16 | |
| 585 | + | (F) (1) THE ORGANIZATION OF A LIMITED WORKER COOPE RATIVE 16 | |
| 586 | + | ASSOCIATION UNDER TH IS SUBTITLE DOES NOT CREATE A PRESUMPTION THAT 17 | |
| 587 | + | WORKER MEMBERS ARE E MPLOYEES OF THE ASSO CIATION FOR ANY PURP OSE. 18 | |
| 589 | 588 | ||
| 590 | - | (D) A MEMBER MAY NOT ACT F OR OR BIND THE LIMIT ED WORKER 17 | |
| 591 | - | COOPERATIVE ASSOCIAT ION SOLELY BY REASON OF BEING A MEMBER . 18 | |
| 589 | + | (2) IF A LIMITED WORKER C OOPERATIVE ASSOCIATI ON IS TAXED AS A 19 | |
| 590 | + | PARTNERS HIP FOR FEDERAL AND STATE INCOME TAX PURP OSES, THAT FACT MAY 20 | |
| 591 | + | NOT BE CONSTRUED TO REQUIRE THAT A WORKE R MEMBER BE CONSIDER ED AN 21 | |
| 592 | + | EMPLOYEE UNDER ANY STATE LAW. 22 | |
| 592 | 593 | ||
| 593 | - | (E) UNLESS THE ARTICL ES OF ORGANIZATION P ROVIDE OTHERWISE , A 19 | |
| 594 | - | DEBT, AN OBLIGATION , OR ANY OTHER LIABILI TY OF A LIMITED WORK ER 20 | |
| 595 | - | COOPERATIVE ASSOCIAT ION IS SOLELY THAT O F THE ASSOCIATION AN D IS NOT THE 21 | |
| 596 | - | DEBT, OBLIGATION, OR LIABILITY OF A ME MBER. 22 | |
| 594 | + | 4A–12A–11. 23 | |
| 597 | 595 | ||
| 598 | - | (F) (1) THE ORGANIZATION OF A LIMITED WORKER COOPERAT IVE 23 | |
| 599 | - | ASSOCIATION UNDER TH IS SUBTITLE DOES NOT CREATE A PRESUMPTION THAT 24 | |
| 600 | - | WORKER MEMBERS ARE E MPLOYEES OF THE ASSO CIATION FOR ANY PURP OSE. 25 | |
| 596 | + | (A) IN THIS SECTION , “ACTUAL PAYROLL VALUE ” MEANS THE TOTAL 24 | |
| 597 | + | AMOUNT OF MONEY PAID TO AN EMPLOYEE AFTER TAXES AND DEDUCTIONS AND 25 | |
| 598 | + | INCLUDES THE BASE SA LARY, BONUSES, OVERTIME, LEAVE BENEFITS , 26 | |
| 599 | + | COMMISSIONS , AND TIPS. 27 | |
| 601 | 600 | ||
| 602 | - | (2) IF A LIMITED WORKER C OOPERATIVE ASSOCIATI ON IS TAXED AS A 26 | |
| 603 | - | PARTNERSHIP FOR FEDE RAL AND STATE INCOME TAX PURPOSES , THAT FACT MAY 27 | |
| 604 | - | NOT BE CONSTRUED TO REQUIRE THAT A WORKE R MEMBER BE CONSIDER ED AN 28 | |
| 605 | - | EMPLOYEE UNDER ANY STATE LAW. 29 | |
| 606 | - | ||
| 607 | - | 4A–12A–11. 30 | |
| 601 | + | (A) (B) AN INSURER, AS DEFINED IN § 1–101 OF THE INSURANCE 28 | |
| 602 | + | ARTICLE, THAT PROVIDES WORKERS’ COMPENSATION INSURAN CE TO MEMBERS OF 29 | |
| 603 | + | A LIMITED WORKER COO PERATIVE ASSOCIATION FORMED UNDER THIS SU BTITLE 30 | |
| 604 | + | SHALL CALCULATE PREM IUMS FOR MEMBERS WHO ARE COVERED EMPLOYEE S: 31 | |
| 608 | 605 | 14 SENATE BILL 144 | |
| 609 | 606 | ||
| 610 | 607 | ||
| 611 | - | (A) IN THIS SECTION , “ACTUAL PAYROLL VALUE ” MEANS THE TOTAL 1 | |
| 612 | - | AMOUNT OF MONEY PAID TO AN EMPLOYEE AFTER TAXES AND DEDUCTIONS AND 2 | |
| 613 | - | INCLUDES THE BASE SA LARY, BONUSES, OVERTIME, LEAVE BENEFITS , 3 | |
| 614 | - | COMMISSIONS , AND TIPS. 4 | |
| 608 | + | (1) IN ACCORDANCE WITH TITLE 11, SUBTITLE 3 AND TITLE 19, 1 | |
| 609 | + | SUBTITLE 4 OF THE INSURANCE ARTICLE; AND 2 | |
| 615 | 610 | ||
| 616 | - | (A) (B) AN INSURER, AS DEFINED IN § 1–101 OF THE INSURANCE 5 | |
| 617 | - | ARTICLE, THAT PROVIDES WORKER S’ COMPENSATION INSURAN CE TO MEMBERS OF 6 | |
| 618 | - | A LIMITED WORKER COO PERATIVE ASSOCIATION FORME D UNDER THIS SUBTITL E 7 | |
| 619 | - | SHALL CALCULATE PREM IUMS FOR MEMBERS WHO ARE COVERED EMPLOYEE S: 8 | |
| 611 | + | (2) BASED ON THE COVERED EMPLOYEE’S ACTUAL PAYROLL VAL UE. 3 | |
| 620 | 612 | ||
| 621 | - | (1) | |
| 622 | - | ||
| 613 | + | (B) (C) (1) THE MARYLAND INSURANCE COMMISSIONER MAY 4 | |
| 614 | + | ENFORCE THIS SECTION . 5 | |
| 623 | 615 | ||
| 624 | - | (2) BASED ON THE COVERED EMPLOYEE’S ACTUAL PAYROLL VALUE . 11 | |
| 616 | + | (2) ALL HEARINGS , ORDERS, AND APPEALS ARISING UNDER THIS 6 | |
| 617 | + | SECTION SHALL BE GOV ERNED BY TITLE 11, SUBTITLE 5 OF THE INSURANCE 7 | |
| 618 | + | ARTICLE. 8 | |
| 625 | 619 | ||
| 626 | - | (B) (C) (1) THE MARYLAND INSURANCE COMMISSIONER MAY SHALL 12 | |
| 627 | - | ENFORCE THIS SECTION . 13 | |
| 620 | + | (D) THIS SECTION MAY NOT BE CONSTRUED TO PROH IBIT A LIMITED 9 | |
| 621 | + | WORKER COOPERATIVE A SSOCIATION FROM ACQU IRING OTHER FORMS OF 10 | |
| 622 | + | INSURANCE. 11 | |
| 628 | 623 | ||
| 629 | - | (2) ALL HEARINGS , ORDERS, AND APPEALS ARISING UNDER THIS 14 | |
| 630 | - | SECTION SHALL BE GOV ERNED BY TITLE 11, SUBTITLE 5 OF THE INSURANCE 15 | |
| 631 | - | ARTICLE. 16 | |
| 624 | + | 4A–12A–12. 12 | |
| 632 | 625 | ||
| 633 | - | (D) THIS SECTION MAY NOT BE CONSTRUED TO PROHIBIT A LIMITED 17 | |
| 634 | - | WORKER COOPERATIVE A SSOCIATION FROM ACQU IRING OTHER FORMS OF 18 | |
| 635 | - | INSURANCE. 19 | |
| 626 | + | (A) A LIMITED WORKER COOPE RATIVE ASSOCIATION S HALL HAVE AN 13 | |
| 627 | + | ASSEMBLY AS CONSTITU TED BY THE BODY OF A LL VOTING MEMBERS . 14 | |
| 636 | 628 | ||
| 637 | - | 4A–12A–12. 20 | |
| 629 | + | (B) AN INDIVIDUAL IS NOT AN AGENT OF A LIMITE D WORKER COOPERATIVE 15 | |
| 630 | + | ASSOCIATION SOLELY B Y BEING A MEMBER OF THE ASSEMBLY . 16 | |
| 638 | 631 | ||
| 639 | - | (A) A LIMITED WORKER COOPE RATIVE ASSOCIATION S HALL HAVE AN 21 | |
| 640 | - | ASSEMBLY AS CONSTITU TED BY THE BODY OF A LL VOTING MEMBERS . 22 | |
| 632 | + | (C) A DEBT, AN OBLIGATION , OR ANY OTHER LIABILI TY OF A LIMITED 17 | |
| 633 | + | WORKER COO PERATIVE ASSOCIATION IS SOLELY THAT OF TH E ASSOCIATION AND IS 18 | |
| 634 | + | NOT A DEBT, AN OBLIGATION , OR A LIABILITY OF A MEMBER OF THE ASSEMB LY 19 | |
| 635 | + | SOLELY BY REASON OF BEING A VOTING MEMBE R. 20 | |
| 641 | 636 | ||
| 642 | - | (B) AN INDIVIDUAL IS NOT AN AG ENT OF A LIMITED WOR KER COOPERATIVE 23 | |
| 643 | - | ASSOCIATION SOLELY B Y BEING A MEMBER OF THE ASSEMBLY . 24 | |
| 637 | + | 4A–12A–13. 21 | |
| 644 | 638 | ||
| 645 | - | (C) A DEBT, AN OBLIGATION , OR ANY OTHER LIABILI TY OF A LIMITED 25 | |
| 646 | - | WORKER COOPERATIVE A SSOCIATION IS SOLELY THAT OF THE ASSOCIAT ION AND IS 26 | |
| 647 | - | NOT A DEBT, AN OBLIGATION , OR A LIABILITY OF A MEMBER OF THE ASSEMB LY 27 | |
| 648 | - | SOLELY BY REASON OF BEING A VOTING MEMBE R. 28 | |
| 639 | + | (A) THE ASSEMBLY SHALL ME ET ANNUALLY AT A TIM E: 22 | |
| 649 | 640 | ||
| 650 | - | 4A–12A–13. 29 | |
| 641 | + | (1) PROVIDED IN THE ARTICLES OF ORGA NIZATION OR COOPERAT IVE 23 | |
| 642 | + | AGREEMENT ; OR 24 | |
| 651 | 643 | ||
| 652 | - | (A) THE ASSEMBLY SHALL ME ET ANNUALLY AT A TIM E: 30 | |
| 644 | + | (2) SET BY THE BOARD OF R EPRESENTATIVES THAT IS CONSISTENT 25 | |
| 645 | + | WITH THE ARTICLES OF ORGANIZATION OR COOP ERATIVE AGREEMENT . 26 | |
| 646 | + | ||
| 647 | + | (B) EXCEPT AS OTHERWISE P ROVIDED IN THE COOPE RATIVE AGREEMENT , 27 | |
| 648 | + | MEMBERS MAY ATTEND OR CONDUCT TH E ANNUAL ASSEMBLY ME ETING THROUGH 28 | |
| 649 | + | ANY MEANS OF COMMUNI CATION IF ALL MEMBER S ATTENDING THE MEET ING ARE 29 | |
| 650 | + | ABLE TO COMMUNICATE WITH EACH OTHER DURI NG THE MEETING . 30 | |
| 653 | 651 | SENATE BILL 144 15 | |
| 654 | 652 | ||
| 655 | 653 | ||
| 656 | - | (1) PROVIDED IN THE ARTIC LES OF ORGANIZATION OR COOPERATIVE 1 | |
| 657 | - | AGREEMENT ; OR 2 | |
| 654 | + | (C) THE BOARD OF REPRESEN TATIVES SHALL REPORT , OR CAUSE TO BE 1 | |
| 655 | + | REPORTED, AT THE ANNUAL ASSEMBLY MEETING THE ASSOCIAT ION’S BUSINESS 2 | |
| 656 | + | AND FINANCIAL CONDIT ION AS OF THE CLOSE OF THE MOST RECENT F ISCAL YEAR. 3 | |
| 658 | 657 | ||
| 659 | - | (2) SET BY THE BOARD OF REPRESE NTATIVES THAT IS CONSISTENT 3 | |
| 660 | - | WITH THE ARTICLES OF ORGANIZATION OR COOP ERATIVE AGREEMENT . 4 | |
| 658 | + | (D) EXCEPT AS OTHERWISE P ROVIDED IN THE COOPE RATIVE AGREEMENT , 4 | |
| 659 | + | THE BOARD OF REPRESE NTATIVES SHALL DESIGNATE THE PRESIDING OFFIC ER OF 5 | |
| 660 | + | THE ANNUAL ASSEMBLY MEETING. 6 | |
| 661 | + | ||
| 662 | + | (E) FAILURE TO HOLD AN AN NUAL ASSEMBLY MEETIN G DOES NOT AFFECT 7 | |
| 663 | + | THE VALIDITY OF ANY ACTION TAKEN BY THE LIMITED WORKER COOPE RATIVE 8 | |
| 664 | + | ASSOCIATION. 9 | |
| 665 | + | ||
| 666 | + | (F) (1) SUBJECT TO PARAGRAPH (2) OF THIS SUBSECTION , A LIMITED 10 | |
| 667 | + | WORKER COOPERATIVE ASSOCIAT ION SHALL NOTIFY EAC H MEMBER OF THE TIME , 11 | |
| 668 | + | DATE, AND PLACE OF A MEETI NG OF THE MEMBERS AT LEAST 10 AND NOT MORE 12 | |
| 669 | + | THAN 60 DAYS BEFORE THE ANNU AL ASSEMBLY MEETING . 13 | |
| 670 | + | ||
| 671 | + | (2) IF THE NOTICE IS OF A MEETING OF THE MEMBE RS IN ONE OR 14 | |
| 672 | + | MORE CLASSES O F MEMBERS, THE NOTICE SHALL BE GIVEN ONLY TO MEMBER S IN 15 | |
| 673 | + | THOSE CLASSES . 16 | |
| 674 | + | ||
| 675 | + | 4A–12A–14. 17 | |
| 676 | + | ||
| 677 | + | (A) (1) A SPECIAL MEETING OF T HE ASSEMBLY MAY BE C ALLED ONLY: 18 | |
| 678 | + | ||
| 679 | + | (I) AS PROVIDED FOR IN TH E COOPERATIVE AGREEM ENT; 19 | |
| 680 | + | ||
| 681 | + | (II) BY A MAJORITY OF VOTE S OF THE BOARD OF 20 | |
| 682 | + | REPRESENTATIVES ON A PROPOSAL STATIN G THE PURPOSE OF THE SPECIAL 21 | |
| 683 | + | MEETING; OR 22 | |
| 684 | + | ||
| 685 | + | (III) BY DEMAND IN A RECORD SIGNED BY MEMBERS HO LDING 23 | |
| 686 | + | AT LEAST 20% OF THE VOTING POWER OF THE PERSONS ENTIT LED TO VOTE ON THE 24 | |
| 687 | + | MATTER THAT IS THE P URPOSE OF THE SPECIA L MEETING. 25 | |
| 688 | + | ||
| 689 | + | (2) A DEMAND UNDER PARAGRA PH (1)(III) OF THIS SUBSECTION 26 | |
| 690 | + | SHALL BE SUBMITTED T O: 27 | |
| 691 | + | ||
| 692 | + | (I) THE OFFICER OF THE LI MITED WORKER COOPERA TIVE 28 | |
| 693 | + | ASSOCIATION CHARGED WITH KEEPING THE REC ORDS OF THE ASSOCIAT ION; OR 29 | |
| 694 | + | ||
| 695 | + | (II) IF NO OFFICER HAS BEE N CHARGED WITH KEEPI NG THE 30 | |
| 696 | + | RECORDS OF THE ASSOC IATION, A REPRESENTATIVE . 31 | |
| 697 | + | 16 SENATE BILL 144 | |
| 698 | + | ||
| 699 | + | ||
| 700 | + | (3) ANY VOTING MEMBER MAY WITHDRAW THE MEMBER ’S DEMAND 1 | |
| 701 | + | UNDER PARAGRAPH (1)(III) OF THIS SUBSECTION B EFORE RECEIPT BY THE LIMITED 2 | |
| 702 | + | WORKER COOPERATIVE A SSOCIATION OF DEMAND S SUFFICIENT TO REQU IRE A 3 | |
| 703 | + | SPECIAL MEE TING OF THE ASSEMBLY . 4 | |
| 661 | 704 | ||
| 662 | 705 | (B) EXCEPT AS OTHERWISE P ROVIDED IN THE COOPE RATIVE AGREEMENT , 5 | |
| 663 | - | MEMBERS MAY ATTEND O R CONDUCT THE | |
| 706 | + | MEMBERS MAY ATTEND O R CONDUCT THE SPECIA L ASSEMBLY MEETING T HROUGH 6 | |
| 664 | 707 | ANY MEANS OF COMMUNI CATION IF ALL MEMBER S ATTENDING THE MEET ING ARE 7 | |
| 665 | 708 | ABLE TO COMMUNICATE WITH EACH OTHE R DURING THE MEETING . 8 | |
| 666 | 709 | ||
| 667 | - | (C) THE BOARD OF REPRESEN TATIVES SHALL REPORT , OR CAUSE TO BE 9 | |
| 668 | - | REPORTED, AT THE ANNUAL ASSEMB LY MEETING THE ASSOC IATION’S BUSINESS 10 | |
| 669 | - | AND FINANCIAL CONDITION AS OF THE CLOSE OF THE MOST RE CENT FISCAL YEAR . 11 | |
| 710 | + | (C) ONLY BUSINESS WITHIN THE PURPOSES STATED IN THE NOTICE OF 9 | |
| 711 | + | SPECIAL MEETING MAY BE CONDUCTED AT THE MEETING. 10 | |
| 670 | 712 | ||
| 671 | - | (D) EXCEPT AS OTHERWISE P ROVIDED IN THE COOPE RATIVE AGREEMENT , | |
| 672 | - | ||
| 673 | - | ||
| 713 | + | (D) EXCEPT AS OTHERWISE P ROVIDED IN THE COOPE RATIVE AGREEMENT , 11 | |
| 714 | + | THE PRESIDING OFFICE R OF A SPECIAL MEETI NG SHALL BE DESI GNATED BY THE 12 | |
| 715 | + | BOARD OF REPRESENTAT IVES. 13 | |
| 674 | 716 | ||
| 675 | - | (E) FAILURE TO HOLD AN AN NUAL ASSEMBLY MEETING DOES NOT AFFECT 15 | |
| 676 | - | THE VALIDITY OF ANY ACTION TAKEN BY THE LIMITED WORKER COOPE RATIVE 16 | |
| 677 | - | ASSOCIATION. 17 | |
| 717 | + | 4A–12A–15. 14 | |
| 678 | 718 | ||
| 679 | - | (F) (1) SUBJECT TO PARAGRAPH (2) OF THIS SUBSECTION , A LIMITED 18 | |
| 680 | - | WORKER COOPERATIVE A SSOCIATION SHALL NOT IFY EACH MEMBER OF T HE TIME, 19 | |
| 681 | - | DATE, AND PLACE OF A MEETING O F THE MEMBERS AT LEA ST 10 AND NOT MORE 20 | |
| 682 | - | THAN 60 DAYS BEFORE THE ANNU AL ASSEMBLY MEETING . 21 | |
| 719 | + | (A) THE ARTICLES OF ORGAN IZATION OR COOPERATI VE AGREEMENT MAY 15 | |
| 720 | + | ALLOCATE VOTING POWE R AMONG MEMBERS ON T HE BASIS OF ONE OR M ORE OF 16 | |
| 721 | + | THE FOLLOWING : 17 | |
| 683 | 722 | ||
| 684 | - | (2) IF THE NOTICE IS OF A MEETING OF THE MEMBE RS IN ONE OR 22 | |
| 685 | - | MORE CLASSES OF MEMB ERS, THE NOTICE SHALL BE GIVEN ONLY TO MEMBER S IN 23 | |
| 686 | - | THOSE CLASSES . 24 | |
| 723 | + | (1) ONE MEMBER, ONE VOTE; 18 | |
| 687 | 724 | ||
| 688 | - | 4A–12A–14. 25 | |
| 725 | + | (2) IF A MEMBER IS A COOPERATIVE , THE NUMBER OF ITS ME MBERS; 19 | |
| 726 | + | OR 20 | |
| 689 | 727 | ||
| 690 | - | (A) (1) A SPECIAL MEETING OF T HE ASSEMBLY MAY BE C ALLED ONLY: 26 | |
| 728 | + | (3) SUBJECT TO SUBSECTION (B) OF THIS SECTION , USE OR 21 | |
| 729 | + | PATRONAGE . 22 | |
| 691 | 730 | ||
| 692 | - | (I) AS PROVIDED FOR IN TH E COOPERATIVE AGREEM ENT; 27 | |
| 731 | + | (B) IF VOTING POWER IS AL LOCATED ON THE BASIS OF USE OR PATRONAGE 23 | |
| 732 | + | AND A WORKER MEMBER WOULD BE DENIED A VO TE BECAUSE THE WORKE R 24 | |
| 733 | + | MEMBER DID NOT USE THE LIMITED WORK ER COOPERATIVE ASSOC IATION OR 25 | |
| 734 | + | CONDUCT PATRONAGE WI TH IT, THE WORKER MEMBER SHALL BE ALLO CATED A 26 | |
| 735 | + | VOTE EQUAL TO AT LEA ST THE MINIMUM VOTIN G POWER ALLOCATED TO WORKER 27 | |
| 736 | + | MEMBERS WHO USED THE ASSOCIATION OR CONDU CTED PATRONAGE WITH IT. 28 | |
| 693 | 737 | ||
| 694 | - | (II) BY A MAJORITY OF VOTE S OF THE BOARD OF 28 | |
| 695 | - | REPRESENTATIVES ON A PROPOSAL STATIN G THE PURPOSE OF THE SPECIAL 29 | |
| 696 | - | MEETING; OR 30 | |
| 697 | - | 16 SENATE BILL 144 | |
| 738 | + | (C) THE ARTICLES OF ORGAN IZATION OR COOPERATI VE AGREEMENT MAY 29 | |
| 739 | + | PROVIDE FOR THE ALLO CATION OF MEMBER VOT ING POWER BY CLASS . 30 | |
| 698 | 740 | ||
| 699 | - | ||
| 700 | - | (III) BY DEMAND IN A RECORD SIGNED BY MEMBERS HO LDING 1 | |
| 701 | - | AT LEAST 20% OF THE VOTING POWER OF THE PERSONS ENTIT LED TO VOTE ON THE 2 | |
| 702 | - | MATTER THAT IS THE P URPOSE OF THE SPECIA L MEETING. 3 | |
| 703 | - | ||
| 704 | - | (2) A DEMAND UNDER PARAGRA PH (1)(III) OF THIS SUBSECTION 4 | |
| 705 | - | SHALL BE SUBMITTE D TO: 5 | |
| 706 | - | ||
| 707 | - | (I) THE OFFICER OF THE LI MITED WORKER COOPERA TIVE 6 | |
| 708 | - | ASSOCIATION CHARGED WITH KEEPING THE REC ORDS OF THE ASSOCIAT ION; OR 7 | |
| 709 | - | ||
| 710 | - | (II) IF NO OFFICER HAS BEE N CHARGED WITH KEEPI NG THE 8 | |
| 711 | - | RECORDS OF THE ASSOC IATION, A REPRESENTATIVE . 9 | |
| 712 | - | ||
| 713 | - | (3) ANY VOTING MEMBER MAY WITHDRAW THE MEM BER’S DEMAND 10 | |
| 714 | - | UNDER PARAGRAPH (1)(III) OF THIS SUBSECTION B EFORE RECEIPT BY THE LIMITED 11 | |
| 715 | - | WORKER COOPERATIVE A SSOCIATION OF DEMAND S SUFFICIENT TO REQU IRE A 12 | |
| 716 | - | SPECIAL MEETING OF T HE ASSEMBLY. 13 | |
| 717 | - | ||
| 718 | - | (B) EXCEPT AS OTHERWISE P ROVIDED IN THE COOPE RATIVE AGREEMENT , 14 | |
| 719 | - | MEMBERS MAY ATTEND O R CONDUCT THE SPECIA L ASSEMBLY MEETING T HROUGH 15 | |
| 720 | - | ANY MEANS OF COMMUNI CATION IF ALL MEMBER S ATTENDING THE MEET ING ARE 16 | |
| 721 | - | ABLE TO COMMUNICATE WITH EACH OTHER DURI NG THE MEETING . 17 | |
| 722 | - | ||
| 723 | - | (C) ONLY BUSINESS WITHIN THE PURPOSES STATED IN THE NOTICE OF 18 | |
| 724 | - | SPECIAL MEETING MAY BE CONDUCTED AT THE MEETING. 19 | |
| 725 | - | ||
| 726 | - | (D) EXCEPT AS OTHERWISE P ROVIDED IN THE COOPE RATIVE AGREEMENT , 20 | |
| 727 | - | THE PRESIDING OFFICE R OF A SPECIAL MEETI NG SHALL BE DESIGNAT ED BY THE 21 | |
| 728 | - | BOARD OF REPRESENTAT IVES. 22 | |
| 729 | - | ||
| 730 | - | 4A–12A–15. 23 | |
| 731 | - | ||
| 732 | - | (A) THE ARTICLES O F ORGANIZATION OR CO OPERATIVE AGREEMENT MAY 24 | |
| 733 | - | ALLOCATE VOTING POWE R AMONG MEMBERS ON T HE BASIS OF ONE OR M ORE OF 25 | |
| 734 | - | THE FOLLOWING : 26 | |
| 735 | - | ||
| 736 | - | (1) ONE MEMBER, ONE VOTE; 27 | |
| 737 | - | ||
| 738 | - | (2) IF A MEMBER IS A COOP ERATIVE, THE NUMBER OF ITS ME MBERS; 28 | |
| 739 | - | OR 29 | |
| 740 | - | ||
| 741 | - | (3) SUBJECT TO SUBSECTION (B) OF THIS SECTION , USE OR 30 | |
| 742 | - | PATRONAGE . 31 | |
| 741 | + | (D) INVESTOR MEMBERS ARE NOT ENTITLED TO VOTE UNLESS THE 31 | |
| 742 | + | ARTICLES OF ORGANIZA TION OR COOPERATIVE AGREEMENT PROVIDES O THERWISE. 32 | |
| 743 | 743 | SENATE BILL 144 17 | |
| 744 | 744 | ||
| 745 | 745 | ||
| 746 | - | (B) IF VOTING POWER IS AL LOCATED ON THE BASIS OF USE OR PATRONAGE 1 | |
| 747 | - | AND A WORKER MEMBER WOULD BE DENIED A VO TE BECAUSE THE WORKE R 2 | |
| 748 | - | MEMBER DID NOT USE T HE LIMITED WORKER CO OPERATIVE ASSOCIATIO N OR 3 | |
| 749 | - | CONDUCT PATRONAGE WI TH IT, THE WORKER MEMBER SHALL BE ALLO CATED A 4 | |
| 750 | - | VOTE EQUAL TO AT LEA ST THE MINIMUM VOTIN G POWER ALLOCATED TO WORKER 5 | |
| 751 | - | MEMBERS WHO USED THE ASSOCIATION OR CONDU CTED PATRONAGE WITH IT. 6 | |
| 746 | + | (E) (1) THIS SUBSECTION DOES NOT APPLY WHERE THIS TITLE OR THE 1 | |
| 747 | + | ARTICLES OF ORGANIZA TION OR COOPERATIVE AGREEMENT REQUIRE A HIGHER 2 | |
| 748 | + | VOTING THRESHOLD THA N IS REQUIRED BY PAR AGRAPH (2) OF THIS SUBSECTION . 3 | |
| 752 | 749 | ||
| 753 | - | (C) THE ARTICLES OF ORGAN IZATION OR COOPERATI VE AGREEMENT MAY 7 | |
| 754 | - | PROVIDE FOR THE ALLO CATION OF MEMBER VOT ING POWER BY CLASS . 8 | |
| 750 | + | (2) NOTWITHSTANDING ANY P ROVISION OF THE ARTI CLES OF 4 | |
| 751 | + | ORGANIZATION OR COOP ERATIVE AGREEMENT , ALL REPRESENTATIVES SHALL BE 5 | |
| 752 | + | ELECTED AND ALL OTHE R DECISIONS WITHIN T HE AUTHORITY OF THE ASSEMBLY 6 | |
| 753 | + | SHALL BE MADE BY A M AJORITY VOTE OF : 7 | |
| 755 | 754 | ||
| 756 | - | (D) INVESTOR MEMBERS ARE NOT ENTITLED TO VOTE UNLESS THE 9 | |
| 757 | - | ARTICLES OF ORGANIZA TION OR COOPERATIVE AGREEMENT PROVIDES O THERWISE. 10 | |
| 755 | + | (I) THE WORKER MEMBERS OF THE ASSOCIATION ; AND 8 | |
| 758 | 756 | ||
| 759 | - | (E) (1) THIS SUBSECTION DOES NOT APPLY WHERE THIS TITLE OR THE 11 | |
| 760 | - | ARTICLES OF ORGANIZA TION OR COOPERATIVE AG REEMENT REQUIRE A HIGHER 12 | |
| 761 | - | VOTING THRESHOLD THA N IS REQUIRED BY PAR AGRAPH (2) OF THIS SUBSECTION . 13 | |
| 757 | + | (II) THE VOTING POWER OF M EMBERS ENTITLED TO VO TE ON 9 | |
| 758 | + | THE ELECTION OR DECI SION. 10 | |
| 762 | 759 | ||
| 763 | - | (2) NOTWITHSTANDING ANY P ROVISION OF THE ARTI CLES OF 14 | |
| 764 | - | ORGANIZATION OR COOP ERATIVE AGREEMENT , ALL REPRESENTATIVES SHALL BE 15 | |
| 765 | - | ELECTED AND ALL OTHER DECISIONS WITH IN THE AUTHORITY OF THE ASSEMBLY 16 | |
| 766 | - | SHALL BE MADE BY A M AJORITY VOTE OF : 17 | |
| 760 | + | 4A–12A–16. 11 | |
| 767 | 761 | ||
| 768 | - | (I) THE WORKER MEMBERS OF THE ASSOCIATION ; AND 18 | |
| 762 | + | (A) THIS SECTION DOES NOT APPLY TO A COLLECTIV E WORKER 12 | |
| 763 | + | COOPERATIVE . 13 | |
| 769 | 764 | ||
| 770 | - | ( | |
| 771 | - | ||
| 765 | + | (B) A LIMITED WORKER COOPE RATIVE ASSOCIATION S HALL HAVE A BOARD 14 | |
| 766 | + | OF REPRESENTATIVES CONSISTING OF AT LEA ST THREE INDIVIDU ALS. 15 | |
| 772 | 767 | ||
| 773 | - | 4A–12A–16. 21 | |
| 768 | + | (C) (1) THE AFFAIRS OF A LIMI TED WORKER COOPERATI VE ASSOCIATION 16 | |
| 769 | + | SHALL BE MANAGED BY THE BOARD OF REPRESE NTATIVES OR INDIVIDUALS TO 17 | |
| 770 | + | WHOM THE BOARD DELEG ATES SUCH DUTIES . 18 | |
| 774 | 771 | ||
| 775 | - | (A) THIS SECTION D OES NOT APPLY TO A C OLLECTIVE WORKER 22 | |
| 776 | - | COOPERATIVE . 23 | |
| 772 | + | (2) THE BOARD OF REPRESEN TATIVES MAY ADOPT PO LICIES AND 19 | |
| 773 | + | PROCEDURES CONSISTEN T WITH THE ARTICLES OF ORGANIZATION , THE 20 | |
| 774 | + | COOPERATIVE AGREEMEN T, OR THIS TITLE. 21 | |
| 777 | 775 | ||
| 778 | - | ( | |
| 779 | - | ||
| 776 | + | (D) AN INDIVIDUAL IS NOT AN AGENT OF A LIMITE D WORKER COOPERATIVE 22 | |
| 777 | + | ASSOCIATION SOLELY B Y BEING A REPRESENTA TIVE. 23 | |
| 780 | 778 | ||
| 781 | - | (C) (1) THE AFFAIRS OF A LIMI TED WORKER COOPERATI VE ASSOCIATION 26 | |
| 782 | - | SHALL BE MANA GED BY THE BOARD OF REPRESENTATIVES OR INDIVIDUALS TO 27 | |
| 783 | - | WHOM THE BOARD DELEG ATES SUCH DUTIES . 28 | |
| 779 | + | (E) A DEBT, AN OBLIGATION , OR ANY OTHER LIABILI TY OF A LIMITED 24 | |
| 780 | + | WORKER COOPERATIVE A SSOCIATION IS SOLELY THAT OF THE ASSOCIAT ION AND IS 25 | |
| 781 | + | NOT A DEBT, AN OBLIGATION , OR A LIABILITY OF A REPRESENTATIVE SOLELY BY 26 | |
| 782 | + | REASON OF BEING A RE PRESENTATIVE . 27 | |
| 784 | 783 | ||
| 785 | - | (2) THE BOARD OF REPRESEN TATIVES MAY ADOPT PO LICIES AND 29 | |
| 786 | - | PROCEDURES CONSISTEN T WITH THE ARTICLES OF ORGANIZATION , THE 30 | |
| 787 | - | COOPERATIVE AGREEMEN T, OR THIS TITLE. 31 | |
| 784 | + | (F) REPRESENTATIVES SHALL BE ELECTED FOR TERMS DETERMINED BY 28 | |
| 785 | + | THE COOPERATIVE AGREEMEN T. 29 | |
| 786 | + | ||
| 787 | + | 4A–12A–17. 30 | |
| 788 | 788 | 18 SENATE BILL 144 | |
| 789 | 789 | ||
| 790 | 790 | ||
| 791 | - | (D) AN INDIVIDUAL IS NOT AN AGENT OF A LIMITE D WORKER COOPERATIVE 1 | |
| 792 | - | ASSOCIATION SOLELY B Y BEING A REPRESENTA TIVE. 2 | |
| 791 | + | (A) A LIMITED WORKER COOPE RATIVE ASSOCIATION I S DISSOLVED AND 1 | |
| 792 | + | SHALL COMMENCE THE W INDING UP OF ITS AFF AIRS ON THE FIRST TO OCCUR OF 2 | |
| 793 | + | THE FOLLOWING : 3 | |
| 793 | 794 | ||
| 794 | - | (E) A DEBT, AN OBLIGATION , OR ANY OTHER LIABILI TY OF A LIMITED 3 | |
| 795 | - | WORKER COOPERATIVE A SSOCIATION IS SOLELY THAT OF THE ASSOCIAT ION AND IS 4 | |
| 796 | - | NOT A DEBT, AN OBLIGATION , OR A LIABILITY OF A REPRESENTATIVE SOLELY BY 5 | |
| 797 | - | REASON OF BEING A RE PRESENTATIVE . 6 | |
| 795 | + | (1) AT THE TIME OR ON THE HAPPENING OF THE EVE NTS SPECIFIED 4 | |
| 796 | + | IN THE ARTICLES OF ORGANIZA TION OR THE COOPERAT IVE AGREEMENT ; 5 | |
| 798 | 797 | ||
| 799 | - | ( | |
| 800 | - | THE | |
| 798 | + | (2) UNLESS A HIGHER THRES HOLD IS STATED IN TH E COOPERATIVE 6 | |
| 799 | + | AGREEMENT , AT THE TIME SPECIFIE D BY: 7 | |
| 801 | 800 | ||
| 802 | - | ||
| 801 | + | (I) A TWO–THIRDS VOTE OF THE WORKER MEMBERS ; AND 8 | |
| 803 | 802 | ||
| 804 | - | (A) A LIMITED WORKER COOPE RATIVE ASSOCIATION I S DISSOLVED AND 10 | |
| 805 | - | SHALL COMMENCE THE W INDING UP OF ITS AFF AIRS ON THE FIRST TO OCCUR OF 11 | |
| 806 | - | THE FOLLOWING : 12 | |
| 803 | + | (II) A TWO–THIRDS VOTE OF THE VOTING POWER OF ALL 9 | |
| 804 | + | MEMBERS OF THE ASSEM BLY; 10 | |
| 807 | 805 | ||
| 808 | - | ( | |
| 809 | - | ||
| 806 | + | (3) AT THE TIME OF THE EN TRY OF A DECREE OF J UDICIAL 11 | |
| 807 | + | DISSOLUTION UNDER § 4A–903 OF THIS TITLE; OR 12 | |
| 810 | 808 | ||
| 811 | - | (2) UNLESS A HIGHER THRES HOLD IS STATED IN THE COOPER ATIVE 15 | |
| 812 | - | AGREEMENT , AT THE TIME SPECIFIE D BY: 16 | |
| 809 | + | (4) UNLESS OTHERWISE AGRE ED OR AS PROVIDED IN SUBSECTION 13 | |
| 810 | + | (B) OF THIS SECTION , AT THE TIME THE LIMI TED WORKER COOPERATI VE 14 | |
| 811 | + | ASSOCIATION HAS HAD N O MEMBERS FOR A PERI OD OF 90 CONSECUTIVE DAYS . 15 | |
| 813 | 812 | ||
| 814 | - | (I) A TWO–THIRDS VOTE OF THE WORKER MEMBERS ; AND 17 | |
| 813 | + | (B) (1) A LIMITED WORKER COOPE RATIVE ASSOCIATION M AY NOT BE 16 | |
| 814 | + | DISSOLVED OR REQUIRE D TO WIND UP ITS AFF AIRS IF WITHIN 90 DAYS AFTER THERE 17 | |
| 815 | + | ARE NO REMAINING MEM BERS OF THE LIMITED WORKER COOPE RATIVE 18 | |
| 816 | + | ASSOCIATION OR WITHI N THE PERIOD OF TIME PROVIDED IN THE COOP ERATIVE 19 | |
| 817 | + | AGREEMENT : 20 | |
| 815 | 818 | ||
| 816 | - | (II) A TWO–THIRDS VOTE OF THE VOTING POWER OF ALL 18 | |
| 817 | - | MEMBERS OF THE ASSEM BLY; 19 | |
| 819 | + | (I) THE LAST REMAINING ME MBER’S SUCCESSOR OR ASSIG NEE 21 | |
| 820 | + | AGREES IN WRITING TO CONTINUE THE LIMITED WORKER COOPERATIVE 22 | |
| 821 | + | ASSOCIATION AND TO B E ADMITTED AS A MEMB ER OR TO APPOINT A DESIGNEE AS A 23 | |
| 822 | + | MEMBER TO BE EFFECTI VE AS OF THE TIME TH E LAST REMAINING MEM BER CEASED 24 | |
| 823 | + | TO BE A MEMBER ; OR 25 | |
| 818 | 824 | ||
| 819 | - | (3) AT THE TIME OF THE EN TRY OF A DECREE OF J UDICIAL 20 | |
| 820 | - | DISSOLUTION UNDER § 4A–903 OF THIS TITLE; OR 21 | |
| 825 | + | (II) A MEMBER IS ADMITTED T O THE LIMITED WORKER 26 | |
| 826 | + | COOPERATIVE ASSOCIAT ION IN THE MANNER SE T FORTH IN THE COOPE RATIVE 27 | |
| 827 | + | AGREEMENT TO BE EFFE CTIVE AS OF THE TIME THE LAST REMAINING MEMBE R 28 | |
| 828 | + | CEASED TO BE A MEMBE R UNDER A PROVISION IN THE COOPERATIVE A GREEMENT 29 | |
| 829 | + | THAT PROVIDES FOR TH E ADMISSION OF A MEM BER AFTER THERE ARE NO 30 | |
| 830 | + | REMAINING MEMBERS . 31 | |
| 821 | 831 | ||
| 822 | - | (4) UNLESS OTHERWISE AGRE ED OR AS PROVIDED IN SUBSECTION 22 | |
| 823 | - | (B) OF THIS SECTION , AT THE TIME THE LIMI TED WORKER COOPERATI VE 23 | |
| 824 | - | ASSOCIATION HAS HAD NO MEMBERS FOR A PER IOD OF 90 CONSECUTIVE DAYS . 24 | |
| 825 | - | ||
| 826 | - | (B) (1) A LIMITED WORKER COOPERATIVE A SSOCIATION MAY NOT B E 25 | |
| 827 | - | DISSOLVED OR REQUIRE D TO WIND UP ITS AFF AIRS IF WITHIN 90 DAYS AFTER THERE 26 | |
| 828 | - | ARE NO REMAINING MEM BERS OF THE LIMITED WORKER COOPERATIVE 27 | |
| 829 | - | ASSOCIATION OR WITHI N THE PERIOD OF TIME PROVIDED IN THE COOP ERATIVE 28 | |
| 830 | - | AGREEMENT : 29 | |
| 831 | - | ||
| 832 | - | (I) THE LAST REMAINING ME MBER’S SUCCESSOR OR ASSIG NEE 30 | |
| 833 | - | AGREES IN WRITING TO CONTINUE THE LIMITED WORKER COOPERATIVE 31 | |
| 834 | - | ASSOCIATION AND TO B E ADMITTED AS A MEMB ER OR TO APPOINT A D ESIGNEE AS A 32 SENATE BILL 144 19 | |
| 832 | + | (2) IF A NEW MEMBER IS NO T ADMITTED TO THE LI MITED WORKER 32 | |
| 833 | + | COOPERATIVE ASSOCIATI ON IN ACCORDANCE WIT H PARAGRAPH (1) OF THIS 33 | |
| 834 | + | SUBSECTION, AND THE LAST REMAINI NG MEMBER CEASED TO BE A MEMBER UNDER 34 SENATE BILL 144 19 | |
| 835 | 835 | ||
| 836 | 836 | ||
| 837 | - | MEMBER TO BE EFFECTI VE AS OF THE TIME TH E LAST REMAINING MEM BER CEASED 1 | |
| 838 | - | TO BE A MEMBER ; OR 2 | |
| 837 | + | § 4A–606(5) OF THIS TITLE , THE LAST REMAINING M EMBER’S PERSONAL 1 | |
| 838 | + | REPRESENTATIVE OR GU ARDIAN SHALL AUTOMAT ICALLY BE ADMITTED AS A NEW 2 | |
| 839 | + | MEMBER OF THE LIMITE D WORKER COOPERATIVE ASSOCIATION, EFFECTIVE 3 | |
| 840 | + | IMMEDIATELY ON THE H APPENING OF THE EVEN T DESCRIBED IN § 4A–606(5) OF 4 | |
| 841 | + | THIS TITLE, UNLESS WITHIN 90 DAYS AFTER THE PERSO NAL REPRESENTATIVE O R 5 | |
| 842 | + | GUARDIAN FIRST HAS K NOWLEDGE OF THE EVEN T, THE PERSONAL 6 | |
| 843 | + | REPRESENTATIVE OR GU ARDIAN: 7 | |
| 839 | 844 | ||
| 840 | - | (II) A MEMBER IS ADMITTED T O THE LIMITED WORKER 3 | |
| 841 | - | COOPERATIVE ASSOCIAT ION IN THE MANNER SE T FORTH IN THE COOPE RATIVE 4 | |
| 842 | - | AGREEMENT TO BE EFFE CTIVE AS OF THE TIME THE LAST REMAINING M EMBER 5 | |
| 843 | - | CEASED TO BE A MEMBE R UNDER A PROVISION IN THE COOPERATIVE AGRE EMENT 6 | |
| 844 | - | THAT PROVIDES FOR TH E ADMISSION OF A MEM BER AFTER THERE ARE NO 7 | |
| 845 | - | REMAINING MEMBERS . 8 | |
| 845 | + | (I) RENOUNCES THAT ADMISS ION IN WRITING; OR 8 | |
| 846 | 846 | ||
| 847 | - | (2) IF A NEW MEMBER IS NO T ADMITTED TO THE LI MITED WORKER 9 | |
| 848 | - | COOPERATIVE ASSOCIAT ION IN ACCORDANCE WI TH PARAGRAPH (1) OF THIS 10 | |
| 849 | - | SUBSECTION, AND THE LAST REMAINING MEMBER CEASED TO BE A MEMBE R UNDER 11 | |
| 850 | - | § 4A–606(5) OF THIS TITLE , THE LAST REMAINING M EMBER’S PERSONAL 12 | |
| 851 | - | REPRESENTATIVE OR GU ARDIAN SHALL AUTOMAT ICALLY BE ADMITTED A S A NEW 13 | |
| 852 | - | MEMBER OF THE LIMITE D WORKER COOPERATIVE ASSOCIATION, EFFECTIVE 14 | |
| 853 | - | IMMEDIATELY ON THE HAPPENING OF THE EVENT DESCRIBED IN § 4A–606(5) OF 15 | |
| 854 | - | THIS TITLE, UNLESS WITHIN 90 DAYS AFTER THE PERSO NAL REPRESENTATIVE O R 16 | |
| 855 | - | GUARDIAN FIRST HAS K NOWLEDGE OF THE EVEN T, THE PERSONAL 17 | |
| 856 | - | REPRESENTATIVE OR GU ARDIAN: 18 | |
| 847 | + | (II) DESIGNATES A PERSON T O BECOME A NEW MEMBE R, AND 9 | |
| 848 | + | THE DESIGNEE ACCEPTS THE DESIGNEE ’S ADMISSION IN WRITI NG OR BY 10 | |
| 849 | + | ELECTRONIC COMMUNICA TION TO THE PERSONAL REPRESENTATIVE OR GUARDI AN. 11 | |
| 857 | 850 | ||
| 858 | - | (I) RENOUNCES THAT ADMISS ION IN WRITING; OR 19 | |
| 851 | + | (C) A COOPERATIVE AGREEMEN T MAY PROVIDE THAT T HE LAST REMAINING 12 | |
| 852 | + | MEMBER’S PERSONAL REPRESENT ATIVE, GUARDIAN, SUCCESSOR, OR ASSIGNEE 13 | |
| 853 | + | SHALL BE OBLIGATED T O AGREE IN WRITING T O CONTINUE THE LIMIT ED LIABILITY 14 | |
| 854 | + | COMPANY AND TO BE AD MITTED AS A MEMBER OR TO AP POINT A DESIGNEE AS A 15 | |
| 855 | + | MEMBER TO BE EFFECTI VE AS OF THE TIME TH E LAST REMAINING MEM BER CEASED 16 | |
| 856 | + | TO BE A MEMBER . 17 | |
| 859 | 857 | ||
| 860 | - | (II) DESIGNATES A PERSON T O BECOME A NEW MEMBE R, AND 20 | |
| 861 | - | THE DESIGNEE ACCEPTS THE DESIGNEE ’S ADMISSION IN WRITI NG OR BY 21 | |
| 862 | - | ELECTRONIC COMMUNICA TION TO THE PERSONAL REPRESENTATIVE OR GU ARDIAN. 22 | |
| 858 | + | (D) UNLESS OTHERWISE AGRE ED AND SUBJECT TO TH E PROVISIONS OF 18 | |
| 859 | + | SUBSECTIONS (A)(4) AND (B) OF THIS SECTION , THE TERMINATION OF A PERSON’S 19 | |
| 860 | + | MEMBERSHIP MAY NOT C AUSE A LIMITED WORKE R COOPERATIVE ASSOCI ATION TO 20 | |
| 861 | + | BE DISSOLVED OR TO W IND UP ITS AFFAIRS A ND THE LIMITED WORKE R 21 | |
| 862 | + | COOPERATIVE ASSOCIAT ION SHALL CONTINUE I N EXISTENCE FOLLOWIN G THE 22 | |
| 863 | + | TERMINATION OF A PER SON’S MEMBERSHIP . 23 | |
| 863 | 864 | ||
| 864 | - | (C) A COOPERATIVE AGREEMEN T MAY PROVIDE THAT T HE LAST REMAIN ING 23 | |
| 865 | - | MEMBER’S PERSONAL REPRESENT ATIVE, GUARDIAN, SUCCESSOR, OR ASSIGNEE 24 | |
| 866 | - | SHALL BE OBLIGATED T O AGREE IN WRITING T O CONTINUE THE LIMIT ED LIABILITY 25 | |
| 867 | - | COMPANY AND TO BE AD MITTED AS A MEMBER O R TO APPOINT A DESIG NEE AS A 26 | |
| 868 | - | MEMBER TO BE EFFECTI VE AS OF THE TIME TH E LAST REMAINING MEMBER CEASED 27 | |
| 869 | - | TO BE A MEMBER . 28 | |
| 865 | + | 4A–12A–18. 24 | |
| 870 | 866 | ||
| 871 | - | (D) UNLESS OTHERWISE AGRE ED AND SUBJECT TO TH E PROVISIONS OF 29 | |
| 872 | - | SUBSECTIONS (A)(4) AND (B) OF THIS SECTION , THE TERMINATION OF A PERSON’S 30 | |
| 873 | - | MEMBERSHIP MAY NOT C AUSE A LIMITED WORKE R COOPERATIVE ASSOCI ATION TO 31 | |
| 874 | - | BE DISSOLVED OR TO WIND UP ITS AFFAIRS AND THE LIMITED WORKER 32 | |
| 875 | - | COOPERATIVE ASSOCIAT ION SHALL CONTINUE I N EXISTENCE FOLLOWIN G THE 33 | |
| 876 | - | TERMINATION OF A PER SON’S MEMBERSHIP . 34 | |
| 867 | + | IF A MEMBER DIES , THE DECEASED MEMBER ’S PERSONAL REPRESENT ATIVE 25 | |
| 868 | + | MAY EXERCISE , FOR THE PURPOSE OF S ETTLING THE ESTATE , THE RIGHTS THE 26 | |
| 869 | + | DECEASED MEMBER WAS ENTITLED TO UNDER § 4A–406 OF THIS TITLE. 27 | |
| 877 | 870 | ||
| 878 | - | 4A–12A–18. 35 | |
| 879 | - | 20 SENATE BILL 144 | |
| 871 | + | 4A–12A–19. 28 | |
| 872 | + | ||
| 873 | + | (A) (1) EXCEPT AS PROVIDED IN PARAGRAPH (2) OF THIS SUBSECTION , 29 | |
| 874 | + | THE PROFITS AND LOSS ES OF A LIMITED WORK ER COOPERATIVE ASSOC IATION 30 | |
| 875 | + | SHALL BE APPORTIONED AND DISTRIBUTED IN T HE MANNER SPECIFIED BY THE 31 | |
| 876 | + | ARTICLES OF ORGANIZA TION OR COOPERATIVE AGREEMENT . 32 | |
| 877 | + | ||
| 878 | + | (2) PROFITS DECLARED AS P ATRONAGE ALL OCATIONS WITH 33 | |
| 879 | + | RESPECT TO A PERIOD OF TIME AND PAID OR CREDITED TO PATRON M EMBERS 34 | |
| 880 | + | SHALL BE APPORTIONED AMONG THE PATRON MEM BERS IN ACCORDANCE W ITH THE 35 20 SENATE BILL 144 | |
| 880 | 881 | ||
| 881 | 882 | ||
| 882 | - | ||
| 883 | - | ||
| 884 | - | ||
| 883 | + | RATIO OF EACH PATRON MEMBER’S PATRONAGE DURING T HE APPLICABLE TIME 1 | |
| 884 | + | PERIOD TO THE TOTAL PATRONAGE BY ALL PA TRON MEMBERS DURING THAT 2 | |
| 885 | + | PERIOD. 3 | |
| 885 | 886 | ||
| 886 | - | 4A–12A–19. 4 | |
| 887 | + | (B) THE APPORTIONMENT , DISTRIBUTION, AND PAYMENT OF NET 4 | |
| 888 | + | EARNINGS OF THE LIMI TED WORKER COOPERATI VE ASSOCIATION MAY B E IN CASH, 5 | |
| 889 | + | CREDITS, OR WRITTEN NOTICES O F ALLOCATION ISSUED BY THE ASSOCIATION . 6 | |
| 887 | 890 | ||
| 888 | - | (A) (1) EXCEPT AS PROVIDED IN PARAGRAPH (2) OF THIS SUBSECTION , 5 | |
| 889 | - | THE PROFITS AND LOSS ES OF A LIMITED WORK ER COOPERATIVE ASSOCIATION 6 | |
| 890 | - | SHALL BE APPORTIONED AND DISTRIBUTED IN T HE MANNER SPECIFIED BY THE 7 | |
| 891 | - | ARTICLES OF ORGANIZA TION OR COOPERATIVE AGREEMENT . 8 | |
| 891 | + | 4A–12A–20. 7 | |
| 892 | 892 | ||
| 893 | - | (2) PROFITS DECLARED AS P ATRONAGE ALLOCATIONS WITH 9 | |
| 894 | - | RESPECT TO A PERIOD OF TIME AND PAID OR CREDITED TO PATRON M EMBERS 10 | |
| 895 | - | SHALL BE APPORTIONED AMO NG THE PATRON MEMBER S IN ACCORDANCE WITH THE 11 | |
| 896 | - | RATIO OF EACH PATRON MEMBER’S PATRONAGE DURING T HE APPLICABLE TIME 12 | |
| 897 | - | PERIOD TO THE TOTAL PATRONAGE BY ALL PAT RON MEMBERS DURING T HAT 13 | |
| 898 | - | PERIOD. 14 | |
| 893 | + | (A) A LIMITED WORKER COOPERATIV E ASSOCIATION MAY ES TABLISH, 8 | |
| 894 | + | THROUGH THE ARTICLES OF ORGANIZATION OR C OOPERATIVE AGREEMENT , A 9 | |
| 895 | + | SYSTEM OF INTERNAL C APITAL ACCOUNTS TO R EFLECT THE BOOK VALU E AND TO 10 | |
| 896 | + | DETERMINE THE REDEMP TION PRICE OF MEMBER SHIP INTERESTS AND W RITTEN 11 | |
| 897 | + | NOTICES OF ALLOCATION . 12 | |
| 899 | 898 | ||
| 900 | - | (B) THE APPORTIONMENT , DISTRIBUTION, AND PAYMENT O F NET 15 | |
| 901 | - | EARNINGS OF THE LIMI TED WORKER COOPERATI VE ASSOCIATION MAY B E IN CASH, 16 | |
| 902 | - | CREDITS, OR WRITTEN NOTICES O F ALLOCATION ISSUED BY THE ASSOCIATION . 17 | |
| 899 | + | (B) THE ARTICLES OF ORGAN IZATION OR COOPERATI VE AGREEMENT : 13 | |
| 903 | 900 | ||
| 904 | - | 4A–12A–20. 18 | |
| 901 | + | (1) MAY ALLOW THE PERIODI C REDEMPTION OF WRIT TEN NOTICES 14 | |
| 902 | + | OF ALLOCATION ; AND 15 | |
| 905 | 903 | ||
| 906 | - | (A) A LIMITED WORKER COOPE RATIVE ASSOCIATION M AY ESTABLISH , 19 | |
| 907 | - | THROUGH THE ARTICLES OF ORGANIZATION OR COOPERATIVE AGREE MENT, A 20 | |
| 908 | - | SYSTEM OF INTERNAL C APITAL ACCOUNTS TO R EFLECT THE BOOK VALU E AND TO 21 | |
| 909 | - | DETERMINE THE REDEMP TION PRICE OF MEMBER SHIP INTERESTS AND W RITTEN 22 | |
| 910 | - | NOTICES OF ALLOCATIO N. 23 | |
| 904 | + | (2) SHALL PROVIDE FOR REC ALL AND REDEMPTION O F MEMBERSHIP 16 | |
| 905 | + | INTERESTS ON TERMINA TION OF MEMBERSHIP IN THE LIMITED WORKE R 17 | |
| 906 | + | COOPERATIVE ASSOCIAT ION. 18 | |
| 911 | 907 | ||
| 912 | - | (B) THE ARTICLES OF ORGAN IZATION OR COOPERATI VE AGREEMENT : 24 | |
| 908 | + | (C) (1) A LIMITED WORKER COOPE RATIVE ASSOCIATION M AY ALLOCATE 19 | |
| 909 | + | A PORTION OF RETAINE D NET EARNINGS AND N ET LOSSES TO A COLLE CTIVE 20 | |
| 910 | + | RESERVE ACCOUNT . 21 | |
| 913 | 911 | ||
| 914 | - | (1) MAY ALLOW THE PERIODI C REDEMPTION OF WRIT TEN NOTICES 25 | |
| 915 | - | OF ALLOCATION ; AND 26 | |
| 912 | + | (2) EARNINGS OF A LIMITED WORKER COOPERATIVE A SSOCIATION 22 | |
| 913 | + | ASSIGNED TO A COLLECT IVE RESERVE ACCOUNT MAY BE USED FOR ANY PURPOSE 23 | |
| 914 | + | DETERMINED BY : 24 | |
| 916 | 915 | ||
| 917 | - | (2) SHALL PROVIDE FOR REC ALL AND REDEMPTION O F MEMBERSHIP 27 | |
| 918 | - | INTERESTS ON TERMINA TION OF MEMBERSHIP I N THE LIMITED WORKER 28 | |
| 919 | - | COOPERATIVE ASSOCIAT ION. 29 | |
| 916 | + | (I) IN THE CASE OF A COLL ECTIVE WORKER COOPER ATIVE, THE 25 | |
| 917 | + | MEMBERS; OR 26 | |
| 920 | 918 | ||
| 921 | - | (C) (1) A LIMITED WORKER COOPE RATIVE ASSOCIATION MAY AL LOCATE 30 | |
| 922 | - | A PORTION OF RETAINE D NET EARNINGS AND N ET LOSSES TO A COLLE CTIVE 31 | |
| 923 | - | RESERVE ACCOUNT . 32 | |
| 924 | - | SENATE BILL 144 21 | |
| 919 | + | (II) IN THE CASE OF A LIMI TED WORKER COOPERATI VE 27 | |
| 920 | + | ASSOCIATION OTHER TH AN A COLLECTIVE WORK ER COOPERATIVE , THE BOARD OF 28 | |
| 921 | + | REPRESENTATIVES . 29 | |
| 922 | + | ||
| 923 | + | 4A–12A–21. 30 | |
| 924 | + | ||
| 925 | + | (A) ANY MEMBERSHIP INTERE ST, PATRONAGE REFUND , PER UNIT RETAIN 31 | |
| 926 | + | CERTIFICATE, EQUITY INSTRUMENT , OR EVIDENCE OF MEMBE RSHIP INTEREST 32 SENATE BILL 144 21 | |
| 925 | 927 | ||
| 926 | 928 | ||
| 927 | - | (2) EARNINGS OF A LIMITED WORKER COOPERATIVE A SSOCIATION 1 | |
| 928 | - | ASSIGNED TO A COLLEC TIVE RESERVE ACCOUNT MAY BE USED FOR ANY PURPOSE 2 | |
| 929 | - | DETERMINED BY : 3 | |
| 929 | + | ISSUED, OFFERED, OR SOLD BY A LIMITED WORKER COOPERATIVE A SSOCIATION IS 1 | |
| 930 | + | EXEMPT FROM THE REGI STRATION REQUIREMENTS OF TITLE 11 OF THIS ARTICLE. 2 | |
| 930 | 931 | ||
| 931 | - | (I) IN THE CASE OF A COLL ECTIVE WORKER COOPER ATIVE, THE 4 | |
| 932 | - | MEMBERS; OR 5 | |
| 932 | + | (B) ANY MEMBERSHIP INTERE ST, PATRONAGE REFUND , PER UNIT RETAIN 3 | |
| 933 | + | CERTIFICATE, EQUITY INSTRUMENT , OR EVIDENCE OF MEMBE RSHIP INTEREST MAY 4 | |
| 934 | + | BE LAWFULLY OFFERED AND SOLD BY THE ISSU ER OR ITS MEMBERS , 5 | |
| 935 | + | REPRESENTATIVES , OR SALARIED EMPLOYEE S WITHOUT THE NECESS ITY OF BEING 6 | |
| 936 | + | REGISTERED AS A BROK ER OR DEALER UNDER TITLE 11 OF THIS ARTICLE. 7 | |
| 933 | 937 | ||
| 934 | - | (II) IN THE CASE OF A LIMI TED WORKER COOPERATI VE 6 | |
| 935 | - | ASSOCIATION OTHER TH AN A COLLECTIVE WORK ER COOPERATIVE , THE BOARD OF 7 | |
| 936 | - | REPRESENTATIVES . 8 | |
| 938 | + | 4A–12A–22. 8 | |
| 937 | 939 | ||
| 938 | - | 4A–12A–21. 9 | |
| 940 | + | A FOREIGN WORKER COOPE RATIVE MAY REGISTER AND DO BUSINESS IN T HE 9 | |
| 941 | + | STATE SUBJECT TO AND IN ACCORDANCE WITH THE PROVI SIONS OF SUBTITLE 10 10 | |
| 942 | + | OF THIS TITLE. 11 | |
| 939 | 943 | ||
| 940 | - | (A) ANY MEMBERSHIP INTERE ST, PATRONAGE REFUND , PER UNIT RETAIN 10 | |
| 941 | - | CERTIFICATE, EQUITY INSTRUMENT , OR EVIDENCE OF MEMBE RSHIP INTEREST 11 | |
| 942 | - | ISSUED, OFFERED, OR SOLD BY A LIMITED WORKER COOPERATIVE A SSOCIATION IS 12 | |
| 943 | - | EXEMPT FROM THE REGI STRATION REQUIREMENTS OF TITLE 11 OF THIS ARTICLE. 13 | |
| 944 | + | Article – Insurance 12 | |
| 944 | 945 | ||
| 945 | - | (B) ANY MEMBERSHIP INTEREST , PATRONAGE REFUND , PER UNIT RETAIN 14 | |
| 946 | - | CERTIFICATE, EQUITY INSTRUMENT , OR EVIDENCE OF MEMBE RSHIP INTEREST MAY 15 | |
| 947 | - | BE LAWFULLY OFFERED AND SOLD BY THE ISSU ER OR ITS MEMBERS , 16 | |
| 948 | - | REPRESENTATIVES , OR SALARIED EMPLOYEE S WITHOUT THE NECESS ITY OF BEING 17 | |
| 949 | - | REGISTERED AS A BROKE R OR DEALER UNDER TITLE 11 OF THIS ARTICLE. 18 | |
| 946 | + | 2–108. 13 | |
| 950 | 947 | ||
| 951 | - | 4A–12A–22. 19 | |
| 948 | + | In addition to any powers and duties set forth elsewhere by the laws of the State, the 14 | |
| 949 | + | Commissioner: 15 | |
| 952 | 950 | ||
| 953 | - | A FOREIGN WORKER COOPE RATIVE MAY REGISTER AND DO BUSINESS IN T HE 20 | |
| 954 | - | STATE SUBJECT TO AND IN ACCORDANCE WITH T HE PROVISIONS OF SUBTITLE 10 21 | |
| 955 | - | OF THIS TITLE. 22 | |
| 951 | + | (1) has the powers and authority expressly conferred on the Commissioner 16 | |
| 952 | + | by or reasonably implied from this article; 17 | |
| 956 | 953 | ||
| 957 | - | Article | |
| 954 | + | (2) shall enforce this article; 18 | |
| 958 | 955 | ||
| 959 | - | ||
| 956 | + | (3) shall perform the duties imposed on the Commissioner by this article; 19 | |
| 960 | 957 | ||
| 961 | - | In addition to any powers and duties set forth elsewhere by the laws of the State, the 25 | |
| 962 | - | Commissioner: 26 | |
| 958 | + | (4) in addition to examinations and investigations expressly authorized, 20 | |
| 959 | + | may conduct examinations and investigations of insurance matters as necessary to fulfill 21 | |
| 960 | + | the purposes of this article; [and] 22 | |
| 963 | 961 | ||
| 964 | - | (1) has the powers and authority expressly conferred on the Commissioner 27 | |
| 965 | - | by or reasonably implied from this article; 28 | |
| 962 | + | (5) shall enforce § 15–103(b)(21)(vi) of the Health – General Article; AND 23 | |
| 966 | 963 | ||
| 967 | - | (2) shall enforce this article; 29 | |
| 964 | + | (6) SHALL ENFORCE § 4A–12A–11 OF THE CORPORATIONS AND 24 | |
| 965 | + | ASSOCIATIONS ARTICLE. 25 | |
| 968 | 966 | ||
| 969 | - | (3) shall perform the duties imposed on the Commissioner by this article; 30 | |
| 970 | - | 22 SENATE BILL 144 | |
| 967 | + | Article – Tax – General 26 | |
| 968 | + | ||
| 969 | + | 4–301. 27 | |
| 970 | + | ||
| 971 | + | (c) If a limited liability company, INCLUDING A LIMITED WORKER 28 | |
| 972 | + | COOPERATIVE ASSOCIAT ION OR COLLECTIVE WO RKER COOPERATIVE , or limited 29 | |
| 973 | + | liability partnership, including a limited partnership registered as a limited liability 30 | |
| 974 | + | limited partnership, is required to pay the admissions and amusement tax, personal 31 22 SENATE BILL 144 | |
| 971 | 975 | ||
| 972 | 976 | ||
| 973 | - | ||
| 974 | - | ||
| 975 | - | ||
| 977 | + | liability for the tax and interest and penalties on the tax extends to any person who 1 | |
| 978 | + | exercises direct control over the fiscal management of the limited liability company or 2 | |
| 979 | + | limited liability partnership. 3 | |
| 976 | 980 | ||
| 977 | - | ||
| 981 | + | 9–314. 4 | |
| 978 | 982 | ||
| 979 | - | (6) SHALL ENFORCE § 4A–12A–11 OF THE CORPORATIONS AND 5 | |
| 980 | - | ASSOCIATIONS ARTICLE. 6 | |
| 983 | + | (f) If a limited liability company, INCLUDING A LIMITED WORKER 5 | |
| 984 | + | COOPERATIVE ASSOCIAT ION OR COLLECTIVE WO RKER COOPERATIV E, or limited 6 | |
| 985 | + | liability partnership, including a limited partnership registered as a limited liability 7 | |
| 986 | + | limited partnership, is required to pay the motor fuel tax and interest and penalties on the 8 | |
| 987 | + | tax, personal liability for the tax and interest and penalties on the tax extends to any person 9 | |
| 988 | + | who exercises direct control over the fiscal management of the limited liability company or 10 | |
| 989 | + | limited liability partnership. 11 | |
| 981 | 990 | ||
| 982 | - | ||
| 991 | + | 10–906. 12 | |
| 983 | 992 | ||
| 984 | - | 4–301. 8 | |
| 993 | + | (d) If an employer or payor negligently fails to withhold or to pay income tax in 13 | |
| 994 | + | accordance with subsection (a) of this section, personal liability for that income tax extends: 14 | |
| 985 | 995 | ||
| 986 | - | (c) If a limited liability company, INCLUDING A LIMITED WORKER 9 | |
| 987 | - | COOPERATIVE ASSOCIAT ION OR COLLECTIVE WO RKER COOPERATIVE , or limited 10 | |
| 988 | - | liability partnership, including a limited partnership registered as a limited liability 11 | |
| 989 | - | limited partnership, is required to pay the admissions and amusement tax, personal 12 | |
| 990 | - | liability for the tax and interest and penalties on the tax extends to any person who 13 | |
| 991 | - | exercises direct control over the fiscal management of the limited liability company or 14 | |
| 992 | - | limited liability partnership. 15 | |
| 996 | + | (1) to the employer or payor; 15 | |
| 993 | 997 | ||
| 994 | - | ||
| 998 | + | (2) if the employer or payor is a corporation, to: 16 | |
| 995 | 999 | ||
| 996 | - | (f) If a limited liability company, INCLUDING A LIMITED WORKER 17 | |
| 997 | - | COOPERATIVE ASSOCIAT ION OR COLLECTIVE WO RKER COOPE RATIVE, or limited 18 | |
| 998 | - | liability partnership, including a limited partnership registered as a limited liability 19 | |
| 999 | - | limited partnership, is required to pay the motor fuel tax and interest and penalties on the 20 | |
| 1000 | - | tax, personal liability for the tax and interest and penalties on the tax extends to any person 21 | |
| 1001 | - | who exercises direct control over the fiscal management of the limited liability company or 22 | |
| 1002 | - | limited liability partnership. 23 | |
| 1000 | + | (i) any officer of the corporation who exercises direct control over its 17 | |
| 1001 | + | fiscal management; or 18 | |
| 1003 | 1002 | ||
| 1004 | - | 10–906. 24 | |
| 1003 | + | (ii) any agent of the corporation who is required to withhold and pay 19 | |
| 1004 | + | the income tax; and 20 | |
| 1005 | 1005 | ||
| 1006 | - | (d) If an employer or payor negligently fails to withhold or to pay income tax in 25 | |
| 1007 | - | accordance with subsection (a) of this section, personal liability for that income tax extends: 26 | |
| 1006 | + | (3) if the employer or payor is a limited liability company as defined under 21 | |
| 1007 | + | Title 4A of the Corporations and Associations Article, INCLUDING A LIMITED WORKER 22 | |
| 1008 | + | COOPERATIVE ASSOCIAT ION OR A COLLECTIVE WORKER COOPERATIVE , or a limited 23 | |
| 1009 | + | liability partnership as defined under Title 9A of the Corporations and Associations Article, 24 | |
| 1010 | + | including a limited partnership registered as a limited liability limited partnership, to: 25 | |
| 1008 | 1011 | ||
| 1009 | - | (1) to the employer or payor; 27 | |
| 1012 | + | (i) any person who exercises direct control over its fiscal 26 | |
| 1013 | + | management; and 27 | |
| 1010 | 1014 | ||
| 1011 | - | (2) if the employer or payor is a corporation, to: 28 | |
| 1015 | + | (ii) any agent of the limited liability company or limited liability 28 | |
| 1016 | + | partnership who is required to withhold and pay the income tax. 29 | |
| 1012 | 1017 | ||
| 1013 | - | (i) any officer of the corporation who exercises direct control over its 29 | |
| 1014 | - | fiscal management; or 30 | |
| 1018 | + | 11–601. 30 | |
| 1015 | 1019 | ||
| 1016 | - | ( | |
| 1017 | - | the | |
| 1018 | - | SENATE BILL 144 23 | |
| 1020 | + | (d) If a buyer or vendor liable for the sales and use tax and for the interest and 31 | |
| 1021 | + | penalties of the tax under subsection (c) of this section is a corporation or limited liability 32 | |
| 1022 | + | company, INCLUDING A LIMITED WORKER COOPERATIVE A SSOCIATION OR A 33 SENATE BILL 144 23 | |
| 1019 | 1023 | ||
| 1020 | 1024 | ||
| 1021 | - | (3) if the employer or payor is a limited liability company as defined under 1 | |
| 1022 | - | Title 4A of the Corporations and Associations Article, INCLUDING A LIMITED WORKER 2 | |
| 1023 | - | COOPERATIVE ASSOCIAT ION OR A COLLECTIVE WORKER COOPERATIVE , or a limited 3 | |
| 1024 | - | liability partnership as defined under Title 9A of the Corporations and Associations Article, 4 | |
| 1025 | - | including a limited partnership registered as a limited liability limited partnership, to: 5 | |
| 1025 | + | COLLECTIVE WORKER COOPERATIVE , or limited liability partnership (including a 1 | |
| 1026 | + | limited partnership registered as a limited liability limited partnership), personal liability 2 | |
| 1027 | + | for the sales and use tax and for the interest and penalties of the tax extends to: 3 | |
| 1026 | 1028 | ||
| 1027 | - | (i) any person who exercises direct control over its fiscal 6 | |
| 1028 | - | management; and 7 | |
| 1029 | + | (1) in the case of a corporation: 4 | |
| 1029 | 1030 | ||
| 1030 | - | (ii) any agent of the limited liability company or limited liability 8 | |
| 1031 | - | partnership who is required to withhold and pay the income tax. 9 | |
| 1031 | + | (i) the president, vice president, or treasurer of the corporation; and 5 | |
| 1032 | 1032 | ||
| 1033 | - | 11–601. 10 | |
| 1033 | + | (ii) any officer of the corporation who directly or indirectly owns 6 | |
| 1034 | + | more than 20% of the stock of the corporation; [and] 7 | |
| 1034 | 1035 | ||
| 1035 | - | (d) If a buyer or vendor liable for the sales and use tax and for the interest and 11 | |
| 1036 | - | penalties of the tax under subsection (c) of this section is a corporation or limited liability 12 | |
| 1037 | - | company, INCLUDING A LIMITED WORKER COOPERATIVE A SSOCIATION OR A 13 | |
| 1038 | - | COLLECTIVE WORKER COOPERATIVE , or limited liability partnership (including a 14 | |
| 1039 | - | limited partnership registered as a limited liability limited partnership), personal liability 15 | |
| 1040 | - | for the sales and use tax and for the interest and penalties of the tax extends to: 16 | |
| 1036 | + | (2) in the case of a limited liability company: 8 | |
| 1041 | 1037 | ||
| 1042 | - | (1) in the case of a corporation: 17 | |
| 1038 | + | (i) if the limited liability company does not have an operating 9 | |
| 1039 | + | agreement, all members; or 10 | |
| 1043 | 1040 | ||
| 1044 | - | (i) the president, vice president, or treasurer of the corporation; and 18 | |
| 1041 | + | (ii) if the limited liability company has an operating agreement, 11 | |
| 1042 | + | those individuals who manage the business and affairs of the limited liability company; and 12 | |
| 1045 | 1043 | ||
| 1046 | - | (ii) any officer of the corporation who directly or indirectly owns 19 | |
| 1047 | - | more than 20% of the stock of the corporation; [and] 20 | |
| 1044 | + | (3) in the case of a limited liability partnership: 13 | |
| 1048 | 1045 | ||
| 1049 | - | (2) in the case of a limited liability company: 21 | |
| 1046 | + | (i) if the limited liability partnership does not have a written 14 | |
| 1047 | + | partnership agreement, all general partners; or 15 | |
| 1050 | 1048 | ||
| 1051 | - | (i) if the limited liability company does not have an operating 22 | |
| 1052 | - | agreement, all members; or 23 | |
| 1049 | + | (ii) if the limited liability partnership has a written partnership 16 | |
| 1050 | + | agreement, those individuals who manage the business and affairs of the limited liability 17 | |
| 1051 | + | partnership. 18 | |
| 1053 | 1052 | ||
| 1054 | - | | |
| 1055 | - | ||
| 1053 | + | SECTION 2. AND BE IT FURTHER ENACTED, That a presently existing obligation 19 | |
| 1054 | + | or contract right may not be impaired in any way by this Act. 20 | |
| 1056 | 1055 | ||
| 1057 | - | (3) in the case of a limited liability partnership: 26 | |
| 1056 | + | SECTION 3. AND BE IT FURTHER ENACTED, That this Act shall take effect 21 | |
| 1057 | + | October 1, 2026. 22 | |
| 1058 | 1058 | ||
| 1059 | - | (i) if the limited liability partnership does not have a written 27 | |
| 1060 | - | partnership agreement, all general partners; or 28 | |
| 1061 | - | ||
| 1062 | - | (ii) if the limited liability partnership has a written partnership 29 | |
| 1063 | - | agreement, those individuals who manage the business and affairs of the limited liability 30 | |
| 1064 | - | partnership. 31 | |
| 1065 | - | 24 SENATE BILL 144 | |
| 1066 | - | ||
| 1067 | - | ||
| 1068 | - | SECTION 2. AND BE IT FURTHER ENACTED, That a presently existing obligation 1 | |
| 1069 | - | or contract right may not be impaired in any way by this Act. 2 | |
| 1070 | - | ||
| 1071 | - | SECTION 3. AND BE IT FURTHER ENACTED, That this Act shall take effect 3 | |
| 1072 | - | October 1, 2026. 4 | |
| 1073 | 1059 | ||
| 1074 | 1060 | ||
| 1075 | 1061 | ||
| 1076 | 1062 | Approved: | |
| 1077 | 1063 | ________________________________________________________________________________ | |
| 1078 | 1064 | Governor. | |
| 1079 | 1065 | ________________________________________________________________________________ | |
| 1080 | 1066 | President of the Senate. | |
| 1081 | 1067 | ________________________________________________________________________________ | |
| 1082 | 1068 | Speaker of the House of Delegates. |