1154 .LAWS OF MARYLAND. [Cir. 492

must be approved by the votes of stockholders owning at least
two-thirds of the stock of each corporation represented to vote
upon in person or by proxy at a meeting called specially for
that purpose upon a notice stating the time, place and object
of the meeting served at least thirty days previously upon each
personally or mailed to him at his last known postoffice ad-
dress, and also published at least once a week for four weeks
successively in some newspaper printed in the city, town or
county where such corporation has its principal office, and
there shall be endorsed upon the aggreement the certificate of
the secretaries of the respective corporations under the seals
thereof to the effect that the same has been assented to by such
votes of directors and approved by such votes of the stock-
holders.

The agreement shall contain a copy of the charter under
which the business is to be conducted, which shall conform to
the provisions of either one or more of the charters of the merging
or consolidating corporations, and the continuance of said char-
ter shall be for the time therein stated, not exceeding the
longest unexpired time of the charter of one of the merging
or consolidating corporations. The agreement may provide
that one of the said consolidating corporations shall cease to
exist and become merged into the other.

Every such agreement must have the approval of the insur-
ance commissioner of this state, and of the official head of the
insurance department of the state under which said foreign
corporation is organized. Upon filing such agreement with said
certificates of the secretaries, and the approval of the said insur-
ance commissioner, and of the official head of the insurance
department of said state or territory, in the office of the in-
surance commissioner of Maryland and in the office of the said
oflficial head of the insurance department of such other state or
territory, and a certified copy thereof in the office of the clerk
of the county where the office of the said Maryland corporation
is located, and in the office of the clerk of the county where the
office of said foreign corporation is located, the details of such
agreement may be carried into effect as provided therein.

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The corporation may require the return of the original cer-
tificates of stock held by each stockholder in each of the cor-
porations to be merged or consolidated, and issue in lieu thereof
new certificates for such number of shares cf its own stock as
said stockholders may be entitled to receive.