HARRY W. NICE, GOVERNOR. 1141
the counties of this State in which any of the merging
corporations (other than the corporation surviving the
merger) owns property the title to which could be affected
by the recording of an instrument among the land records,
and if any of such merging corporations has its principal
office or owns such property in the City of Baltimore, the
agreement of merger shall so state; and (f) all such other
provisions and details as may be deemed necessary to per-
fect the merger.
(3) The agreement of consolidation or of merger, as
the case may be, shall be submitted to the boards of direc-
tors of the consolidating or merging corporations, which
shall pass resolutions declaring that such consolidation or
such merger, as the case may be, is advisable and calling
separate meetings of the stockholders of the respective cor-
porations to take action thereon. The meetings of the
stockholders shall be duly warned in the manner provided
in Section 19 of this Article, and like notice shall be given
to stockholders of said corporations not entitled to vote upon
said agreement (other than stockholders of the surviving
corporation in the case of a merger). If said agreement
be approved by the affirmative vote of two-thirds of all the
shares (or, if two or more classes of shares have been
issued, of two-thirds of each class), outstanding and en-
titled to vote thereon, of each corporation at such separate
meetings, it shall be signed and acknowledged in the name
and on behalf of each of the corporations by their respec-
tive presidents or vice-presidents with their respective cor-
porate seals attached, attested by their respective secre-
taries or assistant secretaries. Stockholders of said cor-
porations not entitled to vote upon said agreement (other
than stockholders of the surviving corporation in the case
of a merger) shall be entitled to register at the meeting a
protest against said agreement. There shall be attached to
said agreement the affidavits of the chairmen or the secre-
taries of the respective stockholders' meetings that the same
was duly advised by the boards of directors and approved
by the stockholders of their respective corporations. Said
agreement, together with a copy thereof, shall be delivered,
to the State Tax Commission, which, upon the payment
and not before, of the recording fees for which provision is
hereinafter made, and upon the payment, and not before,
of the bonus tax prescribed by law, if any payable, as in
the case of a certificate of incorporation, shall receive the
same for record and endorse thereon the date and time of
such receipt and promptly record the same as in the case
of a certificate of incorporation. After such recording the
|
|