1202 LAWS OF MARYLAND. [CH. 581

holders of all of the shares (meaning thereby all of the
shares of all classes in the aggregate) outstanding and entitled
to vote thereon, shall be entitled, except in cases in which the
law authorizes such action to be taken or authorized by a less
vote; and in the case of corporations having no capital stock,
the requisite number of affirmative votes shall not in any
case be less than a majority of all the votes thereon to which
all of the members, present in person or by proxy, at a duly
constituted meeting, shall be entitled, except in cases in which
the law authorizes such action to be taken or authorized by a
less vote. Stockholders or members may vote either in person
or by proxy, but no proxy which is dated more than three
months before the meeting at which it is offered shall be ac-
cepted, unless such proxy shall, on its face, name a longer
period for which it is to remain in force.

27. No notice of the time, place or purpose of any meeting
of members, stockholders or directors, whether prescribed by
law, by the charter or by the by-laws, need be given to any
member or stockholder who attends in person or by proxy, or
to any director who attends in person, or to any member, stock-
holder or director who, in writing executed and filed with the
records of the meeting. cither before or after the holding there-
of, waives such notice.

SEC. 2. And be it further enacted, That an additional sec-
tion be and the same is hereby added to Article 23 of the
Annotated Code, said additional section to be known as Sec-
tion 36 1/2, to follow immediately after Section 36 of said arti-
cle, and to read as follows:

36 1/2. If any sale, lease, exchange or transfer of the prop-
erty and assets of a corporation as an entirety or substantially
as an entirety shall be made pursuant to authority conferred by
an amendment to its charter, in the absence of a reservation in
such charter of the right to make such amendment, any holder
of stock in the corporation issued prior to the making of such
amendment, who has not voted for or consented in writing to
such amendment or such sale, lease, exchange or transfer, may,
within twenty days after notice thereof shall have been given
to him by leaving the same with him or at his usual place of
business, or by mailing it, postage prepaid, and addressed
to him at his address as it appears upon the books of the cor-
poration, (but not afterwards) make upon his corporation a