658 ARTICLE 23.

the amount of the capital stock outstanding shall release the liability
to the corporation, or its receiver, trustee or other person winding up its
affairs, of any stockholder, whose shares have not been fully paid, for the
payment of its liabilities existing at the time of such reduction. If any
payments be made to the stockholders representing any or all of such
reduction, such stockholders shall be and remain liable to the corporation,
or its receiver, trustee or other person winding up its affairs, to the extent
of such payments made to them for the payment of its liabilities existing
at the times of such payments. If a change in the number and/or par value
of the shares of capital stock of any corporation, by which the amount of
stock issued is reduced, shall have been duly authorized, as in Section 28
provided, the articles of amendment shall also set forth: (a) the amount
of each class of stock theretofore authorized and the number and par
value of the shares of each class; (b) the number and/or par value of the
shares of each class of stock as changed by the amendment; (c) the amount
of such reduction, specifying the amounts of the reductions of each class,
if more than one class is reduced; and (d) the reclassifications, if any,
of the stock representing the difference, if any, between the amount of stock
theretofore issued and the amount of the issued stock as reduced.
See notes to sec. 31.

An. Code, sec. 29. 1904, secs. 45, 46, 47. 1888, sec. 39. 1868, ch. 471, sec. 36.

1892, ch. 666, sec. 39A. 1896, ch. 410, sec. 39B. 1908, ch. 240, sec. 29.

1916, ch. 596, sec. 29. 1920, ch. 327, sec. 29.

33. (1) Any two or more corporations having capital stock, now ex-
isting or hereafter formed under any law or laws of this State, which have
been or shall have been duly authorized by law to carry on in whole or in
part any kind of business of the same or a similar nature, may consolidate
and by such-consolidation form one new corporation; provided, however,
that the provisions of this section and of Sections 34 and 35 of this Article
shall not be held to repeal any of the restrictions imposed by this Article
on the consolidation of railroads owning or operating competing or parallel
lines, and provided further that any corporation which shall take advantage
of this section shall be deemed to have waived all claim to exemption from
taxation or from repeal or modification of its charter.

(2) Such consolidation shall be made in the manner following: There
shall be an agreement of consolidation between the consolidation corpora-
tions giving: (a) the terms and conditions of the proposed consolidation;
(b) the mode of carrying the same into effect; (c) the name of the new cor-
poration; (d) the postoffice address of the place at which the principal office
of the corporation in this State will be located as in the case of a certificate
of incorporation and the name or names and postoffice address or addresses
of the resident agent or agents who will be in charge thereof, as in the case
of a certificate of incorporation; (e) the counties in this State in which any
of the consolidating corporations own property, the title to which could be
affected by the recording of an instrument among the land records, and if
any of the consolidating corporations own such property in the City of Bal-
timore, the agreement of consolidation shall so state; (f) the number, names
and addresses of the directors and the names of the officers, who shall act