312 LAWS OF MARYLAND [CH. 135

(c) Any corporation of this State which exercises or pur-
ports to exercise any power conferred by this section shall be
deemed to have waived all claim to exemption from taxation
granted by its charter and to exemption from repeal or modifi-
cation of its charter.

(d) The provisions of this section shall not repeal, modify
or affect in any way any restriction or limitation imposed by
law or the charter of any corporation and which is at the time
applicable to consolidation or merger, or to sale, lease, ex-
change or transfer of property and assets, of a corporation;
nor shall the provisions of this section repeal, modify or affect
in any way any restriction, limitation, or other provision con-
tained in any franchise granted by this State or any political
sub-division thereof, prohibiting, limiting, or restricting the
transfer or assignment of such franchise.

62. (Procedure for Consolidation, Merger, Sale, Lease, Ex-
change or Transfer. ) Every such consolidation or merger
(other than a merger of a wholly owned subsidiary corpora-
tion into its parent corporation without amendment of the
charter of such parent corporation), and every such sale, lease,
exchange or other transfer of all or substantially all the prop-
erty and assets of a corporation of this State shall be effected
in the manner following:

(1) The board of directors of each corporation of this State
proposing to become a party to the consolidation or merger,
or proposing to transfer all or substantially all the property
and assets of the corporation, shall adopt a resolution declar-
ing that the proposed consolidation, merger or transfer is
advisable substantially upon the terms and conditions set
forth in a proposed form of articles of consolidation, articles
of merger, or articles of sale, lease, exchange or transfer, as
the case may be; and shall direct that the proposed articles
be submitted for action thereon at either an annual or a special
meeting of the stockholders of such corporation.

(2) Notice stating that a purpose of the meeting will be to
take action upon the proposed articles shall be given by each
corporation as required by this Article, to all its stockholders
entitled to vote thereon. Like notice shall be given to all its
stockholders not entitled to vote thereon, other than stock-
holders of the surviving corporation in the case of a merger
which does not alter the contract rights of such stock as ex-
pressly set forth in the charter.

(3) The proposed articles shall be approved by the stock-
holders by the affirmative vote of two-thirds of all the votes
entitled to be cast thereon or, if two or more classes of stock