156 LAWS OF MARYLAND. [CH. 159

tions", sub-title "Consolidation, Merger, Sale, Lease, Ex-
change and Transfer", be and it is hereby repealed and
re-enacted, with amendments to read as follows:

34. (3) The agreement of consolidation or of merger,
as the case may be, shall be advised by the board of direc-
tors 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 stockholders of each of said cor-
porations not entitled to vote upon said agreement (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 pro-
vided in said Section. Said agreement shall also be ad-
vised, 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, includ-
ing payment of the same recording fees prescribed with
respect to an agreement 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 re-
quired 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 mer-
ger 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 organ-
ized. 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 Commission 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.

SEC. 2. And be it further enacted, That this Act shall
take effect June 1, 1943.

Approved March 12, 1943.