THEODORE R. MCKELDIN, GOVERNOR 759

into its parent corporation without amendment of the
charter of such parent corporation may be effected in ac-
cordance with the provisions of Section 63.

[(1)] (b) The board of directors of each corporation
of this State proposing to become a party to the consoli-
dation or merger, or proposing to transfer all or substan-
tially all the property and assets of the corporation, shall
adopt a resolution declaring that the proposed consolida-
tion, 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)] (c) 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 stockholders of the surviving corpora-
tion in the case of a merger which does not alter the con-
tract rights of such stock as expressly set forth in the
charter.

[(3)] (d) The proposed articles shall be approved by the
stockholders by the affirmative vote of two-thirds of all
the votes entitled to be cast thereon or, if two or more
classes of stock are entitled to vote separately thereon,
then by two-thirds of each class.

[(4)3 (e) For each corporation organized under the laws
of another state, and for each transferee corporation
whether organized under the laws of this or another state,
OF ANOTHER STATE, PARTY TO THE ARTICLE,
the articles shall be duly advised, authorized and approved
in the manner and by the vote required by the charter of
the corporation and the laws of the State under which
organized. FOR EACH TRANSFEREE CORPORATION
ORGANIZED UNDER THE LAWS OF THIS STATE,
THE ARTICLES SHALL BE APPROVED BY THE
BOARD OF DIRECTORS AND BY SUCH ACTION, IF
ANY, AS MAY BE REQUIRED BY THE CHARTER OF
THE CORPORATION.

[(5)] (f) Articles in substantially the form so approved
shall be filed for record with the Commission, and the fees
and bonus tax, if any, provided by law shall be paid.