704 ARTICLE 23.
recorded, and thereupon all the property and assets belonging to said former
separate corporations and all their powers and rights and all the debts and
liabilities of said former separate corporations shall be devolved upon said
new consolidated corporation, and every devise or bequest in favor of
either of the former separate corporations which it would have been capable
of taking shall devolve upon said new consolidated corporation, which shall
be regarded as substituted by operation of law in the place and stead of said
former separate corporations.
In view of the provisions of sec. 21, a religious corporation may consolidate with
another under this section, by vote of a majority of such members of the church
as participate in such vote, in person or by proxy. Provisions of the church charter
forbidding voting by proxy and requiring a two-thirds majority in electing a pastor,
amending the charter, disposing of property, etc., held not to apply to a consolida-
tion. Basis for vote. From a consolidation a new corporation results in which all
the property rights of both the constituents is vested by operation of law. No
conflict between church constitution and state law. See notes to secs. 21 and 127.
Bennett v. St. Paul's Church, 137 Md. 343.
As to the consolidation of other corporations, see sec. 33, et seq.; as to consolida-
tion of insurance companies, see art. 48A, sec. 48; railroad companies, see secs. 218
and 235 (this article).
See sec. 126.
Foreign Corporations.
An. Code, sec. 90. 1908, ch. 240, sec. 65.
116. The term, foreign corporation, as used in this article, shall mean
every corporation, association or organization, other than a national bank,
which has been established, organized or chartered under laws other than
those of this State.
An. Code, sec. 91. 1908, ch. 240, sec. 66.
117. No foreign corporation shall engage or continue in any kind of
business in this State, the transaction of which by domestic corporations
is not permitted by the laws thereof. And every foreign corporation doing
business in this State shall be deemed thereby to have assented -to all the
provisions of the laws thereof.
This section incorporates the limitations upon the principle of comity between the
states relative to the powers and privileges of foreign corporations. A foreign
corporation without a grant from the state or the city of Baltimore of the right to
conduct its business within the city is not entitled to place or maintain poles, wires
or cables in public streets or highways. Patapsco Co. v. Baltimore, 110 Md. 310.
And see Hannis Distilling Co. v. Baltimore, 114 Md. 684.
This section states the general policy of Maryland with respect to foreign cor-
porations. See notes to sec. 119. Baden v. Washington Loan & T. Co., 133 Md. 604.
This section referred to in construing art. 81, sec. 229, et seq. (see notes thereto).
Hannis Distilling Co. v. Baltimore, 114 Md. 678.
See sec. 345.
An. Code, sec. 92. 1904, secs. 411 and 412. 1888, secs. 297 and 298.
1868, ch. 417, secs. 211 and 212. 1908, ch. 240, sec. 67.
118. Any person or corporation, whether a resident or a non-resident
of this State, may sue any foreign corporation regularly doing business or
regularly exercising any of its franchises herein for any cause of action.
Such suit may be brought in any county or in the city of Baltimore,
as the case may be, where its principal office in this State, named in the
certificate provided for by the next succeeding section of this article, is
located or where it regularly transacts business or exercises its franchises,
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