THEODORE R. MCKELDIN, GOVERNOR 311

60. (Indemnification of Directors and Officers. ) (a) Any
corporation of this State may indemnify any person who is
serving or has served as a director or officer of the corpora-
tion or, at its request, as a director or officer of another corpo-
ration in which it owns shares of capital stock or of which
it is a creditor, against expenses actually and necessarily in-
curred by him in connection with the defense of any action,
suit or proceeding in which he is made a party by reason of
being or having been a director or officer of the corporation,
or of such other corporation, except in relation to matters
as to which such person is adjudged in such action, suit or
proceedings to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be
deemed exclusive of any other rights to which any person may
be entitled, under any by-law, agreement, vote of stockholders,
or otherwise.

(b) Such right to indemnity may be asserted by filing a
petition in the proceeding against the director or officer, or in
a subsequent proceeding instituted for that purpose in a court
of equity of the county in which is located the principal office
of the corporation. After notice and, if requested, a hearing,
the court shall pass a decree either dismissing the claim or
fixing the amount to which the claimant is entitled.

CONSOLIDATION, MERGER AND OTHER TRANSFERS OF PROPERTY

61. (Power of Consolidation, Merger, Sale, Lease, Exchange
and Transfer of Assets. ) (a) Any corporation of this State
having capital stock may, in accordance with the provisions
of this sub-title:

(1) Consolidate with one or more other such corporations to
form a new consolidated corporation; or

(2) Merge into another such corporation, or have merged
into it one or more other such corporations; or

(3) Sell, lease, exchange or transfer all, or substantially
all, its property and assets, including its good will and fran-
chises.

(b) Any such corporation of this State may, in accordance
with the provisions of this sub-title, effect in like manner a
consolidation or a merger with one or more corporations
having capital stock organized under the laws of another state
or states, the laws of which permit such action. The phrase
"another state" as used in this sub-title includes the United
States, any State of the United States (other than Maryland),
the District of Columbia, and any territory or possession of
the United States.