Md. Code, Corporations and Associations § 4A-12A-09

§4A–12A–09. NOT IN EFFECT

** TAKES EFFECT OCTOBER 1, 2026 PER CHAPTERS 198 AND 199 OF 2025 **

(a) The cooperative agreement of a limited worker cooperative association shall include:

(1) A statement of the capital structure of the association;

(2) The classes or other types of membership interests and relative rights, preferences, and restrictions granted to or imposed on each class or other type of membership interest, including:

(i) A statement concerning:

1. The manner in which profits and losses are allocated and distributions are made among members; and

2. If investor members are authorized, the manner in which profits and losses are allocated and distributions are made among investor members; and

(ii) A statement designating voting and other governance rights of each class or other type of membership interest, including which members have voting power and any restrictions on voting power;

(3) A statement of the method of admission of members;

(4) A statement that a membership interest is transferable, if it is to be transferable, and a statement of the conditions under which it may be transferred;

(5) A statement concerning whether and how persons that are not members but conduct business with the association may be allowed to share in allocations of profits and losses and receive distributions;

(6) A statement of the number and terms of representatives or the method by which the number and terms are determined;

(7) A statement addressing members’ contributions; and

(8) A statement on whether the limited worker cooperative association will elect to be taxed as a partnership or a corporation for federal and State income tax purposes that includes an explanation of the tax implications of the election for the worker members.

(b) The cooperative agreement of a limited worker cooperative association may contain any provision for managing and regulating the affairs of the association not inconsistent with its articles of organization or this title.

(c) A person that becomes a member of a limited worker cooperative association is deemed to assent to the cooperative agreement of the association.

(d) The cooperative agreement of a limited worker cooperative association may be entered into before, after, or at the time of filing of articles of organization and may be made effective as of:

(1) The time of formation of the association; or

(2) The time or date provided in the cooperative agreement.