846 ARTICLE 23

as have been granted to or acquired by the former corporation; and shall
be subject to all limitations, restrictions and liabilities imposed upon it;
and in addition thereto shall be subject to all the provisions of this article.

As to railroads, see sec. 233...

Purchasers of the charter, franchises and rights of insolvent insurance corporation
under judicial proceedings had the right to organize the corporation and to continue
its operation with the same rights, etc., of the former corporation. Union Liberty Life
Ins. Co. v. Gontrum (Judge Dennis, Baltimore City Court), Daily Record, Nov. 18, 1939.

1937, ch. 504, sec. 134 1/2.

133. (a) Whenever a plan of reorganization of a corporation of this
State includes a provision which may be carried out, by an amendment
of the charter of the corporation, a reduction of its issued capital stock,
the consolidation or merger of the corporation with or into any other cor-
poration, the sale, lease, exchange or transfer of property of the corpora-
tion, the issuance by the corporation of shares of stock or warrants or
other instruments evidencing rights or options to subscribe for shares of
stock, the issuance by the corporation of bonds, notes or other obligations,
the. dissolution of the corporation, the making, altering or repealing of by-
laws of the corporation, the removal, election or appointment of directors,
officers or agents of the corporation, or any other corporate action which
may be taken under the laws of this State with or by a vote of the board
of directors or with or by a vote of the stockholders or with or by a vote
of the board of directors and a vote of the stockholders, and, pursuant to
an order or decree of a court having jurisdiction, such provision has become
binding on the stockholders of the corporation, the board of directors
without a vote of the stockholders, or, if there is a trustee or receiver of
the estate of the corporation, such trustee or receiver without a vote of the
board of directors or a vote of the stockholders, shall have full power and
authority to take all action necessary to carry out such provision.

(b) When pursuant to a plan of reorganization an amendment of the
charter has been adopted, a reduction of issued capital stock authorized,
a consolidation or merger approved, the issuance of shares of stock or
convertible securities authorized, or the dissolution of the corporation au-
thorized, the articles of amendment, articles of reduction, articles of amend-
ment and reduction, agreement of consolidation, agreement of merger, stock
issuance statement (when required), or articles of dissolution, as the
case may be, shall state that the amendment was adopted, the reduction
of issued capital stock authorized, the consolidation or merger approved,
the issuance of the shares of stock or convertible securities authorized, or
the dissolution of the corporation authorized, by the board of directors
or by the trustee or receiver, as the case may be, pursuant to such plan
of reorganization. When an amendment of the charter has been adopted,
a reduction of issued capital stock authorized, a consolidation or merger
approved, the issuance of shares of stock or convertible securities au-
thorized, or the dissolution of the corporation authorized, by the trustee
or receiver of the estate of the corporation as in this Section permitted,
the articles of amendment, articles of reduction, articles of amendment
and reduction, agreement of consolidation, agreement of merger, stock
issuance statement or articles of dissolution, as the case, may be, may be
signed and acknowledged in the name and on behalf of the corporation by
such trustee or receiver, and no other execution, acknowledgment or
affidavit on its behalf shall be required.¹

¹ See footnote to sec. 23.