CORPORATIONS. 239

could be affected by the recording of an instrument among the land rec-
ords, and if any of such corporations has its principal office or owns such
property in the City of Baltimore, the agreement shall so state; and (e)
the name and address of an agent of the new or surviving corporation, as
the case may be, resident in this State, service of process upon whom shall
bind such corporation in any action or proceeding instituted, filed or
pending against it under the provisions of Section 34 or Section 35 of this
Article until the appointment of a substitute duly certified to the State
Tax Commission.

(3) The agreement of consolidation or of merger, as the case may be,
shall be advised by the board of directors and approved by the stockholders
of each corporation of this State party thereto in the manner and by the
vote required with respect to an agreement of consolidation or of merger
made pursuant to the provisions of Section 33 of this Article, and stock-
holders of each of said corporations not entitled to vote upon said agree-
ment (other than stockholders of the surviving corporation in case of a
merger) shall be entitled to notice of the meeting and to register thereat
a protest against said agreement as provided in said section. Said agree-
ment shall also be advised, authorized or approved by the board of directors
and/or stockholders of each corporation party thereto not organized under
the laws of this State in the manner and by the vote required by the laws
of the State under which organized, and said agreement shall thereupon.
be executed, acknowledged, verified and recorded in the manner, including
payment of the same recording fees prescribed with respect to an agree-
ment of consolidation or of merger made pursuant to the provisions of said
Section 33 and of the bonus tax, if any payable, as hereinafter provided;
provided, however, that as to each corporation party to said agreement
organized under the laws of another State, said agreement shall contain,
in lieu of the affidavit required by said Section 33, the affidavit of the
president or vice-president executing said agreement in the name and on
behalf of said corporation that the consolidation or merger to be effected in
accordance therewith was duly advised, authorized or approved by the
board of directors and/or stockholders of said corporation in the manner
and by the vote required by the laws of the State under which organized;
and, provided further, that in the event the new or the surviving corpora-
tion is to be a corporation of another State, no copy of such agreement need
be transmitted to the Clerk of the Circuit or Superior Court. No bonus
tax shall be payable where the new or the surviving corporation is to be, a
corporation of another State, but if such new or surviving corporation will
be a corporation of this State, there shall be paid to the State Tax Com-
mission a bonus tax equal in amount to that which would be payable in
the case of a consolidation or merger of two or more corporations of this
State made pursuant to the provisions of said Section 33.

(4) The State Tax Commission shall prepare and transmit to the proper
Clerk or Clerks of Court a certificate or certificates of consolidation or of
merger, as the case may be, and such certificate or certificates shall be