758 LAWS OP MARYLAND [CH. 405

the liability of the holders thereof unless the assets of the
corporation remaining immediately after such release shall
be not less than the debts of the corporation plus the
amount of its [issued capital stock] stated capital.

30.

(c) If the reduction is to be effected without amending
the charter, the corporation shall file for record with the
Commission articles of reduction, accompanied by the fees
provided by law. If the charter is to be amended, the corpo-
ration shall file for record with the Commission articles of
[reduction and amendment] amendment and reduction,
accompanied by the fees provided by law.

31.

(b) Articles of [reduction and amendment] amendment
and reduction shall set forth the matters required to be set
forth in articles of amendment and in articles of reduction.

44. (By-Laws. ) After the organization meeting of the
board of directors, the power to make, alter and repeal the
by-laws of the corporation shall be vested in the stock-
holders unless and to the extent such power may be vested
in the board of directors by the charter or the by-laws.
The by-laws may contain any provisions not inconsistent
with law or the charter for the regulation and management
of the affairs of the corporation. The original or a certified
copy of the by-laws, including all amendments, shall be
kept at the principal office of the corporation in this State.

A copy of the by-laws of any corporation of this State,
certified to be a true copy under its seal by the president
or a vice-president and the secretary, an assistant secre-
tary, the treasurer or an assistant treasurer thereof, shall
be prima facie evidence of such by-laws in the courts of this
State.

62. (Procedure for Consolidation, Merger, Sale, Lease,
Exchange or Transfer. ) (a) Every such consolidation or
merger [(other than a merger of a wholly owned subsid-
iary corporation into its parent corporation without amend-
ment of the charter of such parent corporation)], and
every such sale, lease, exchange or other transfer of all
or substantially all the property and assets of a corpora-
tion of this State shall be effected in [the manner follow-
ing: ] accordance with the provisions of this section, except
that a merger of a wholly owned subsidiary corporation