906

LAWS OF MARYLAND.

ers in each of said two or more corporations who
refuse to convert their stock into the stock of such
new corporation, with such other details as they
shall deem necessary to perfect such consolidation
of said corporations ; and such new corporation
shall possess all the powers, rights and franchises
conferred upon such said two or more corporations,
and shall be subject to all the restrictions, and per-

Proviso.

form all the duties imposed by the provisions of
this Act; provided, that all stockholders in either
of such corporations who shall refuse to convert
their stock into the stock of such new corporation,
shall be paid at least par value for each of the
shares so held by them, if they shall so require,
previous to said consolidation being consummated ;
and such agreement of the Directors shall not be
deemed to be the agreement of the said two or
more corporations until after it has been submitted
to the stockholders of each of said corporations
separately, at a meeting thereof, to be called upon
a notice of at least thirty days, specifying the time
and place of such meeting, and the object thereof,
to be addressed to each of such stockholders, when

Publish notice

their place of residence is known, and deposited in
the postoffice, and published for at least three suc-
cessive weeks in one newspaper, in at least one of
the cities or towns in which each of said corpora-
tions has its principal office of business, and has
been sanctioned by such stockholders by the vote
of at least two-thirds in amount of the stockhold-
ers present at such meeting, voting by ballot in
regard to such agreement, either in person or by
proxy, each share of capital stock being entitled
to one vote ; and when such agreement of the Di-
rectors has been so sanctioned by each of the meet-
ings of the stockholders separately, after being
submitted to such meetings in the manner above
mentioned, then such agreement of the Directors
shall be deemed to be the agreement of the said
two or more corporations.

File duplicate.

Sec. 22. And be it enacted, That upon making
the agreement mentioned in the preceding Section,
in the manner required therein, and filing a dupli-
cate or counterpart thereof in the office of the
Secretary of State, the said two or more corpora-
tions mentioned or referred to in the said first