THEODORE R. MCKELDIN, GOVERNOR 761

party to the proposed articles in connection with the pro-
posed consolidation, merger or transfer.

[(8)] (i) A consolidation of corporations to form a
new corporation of this State, or a merger of one or more
corporations of this or another state or states into a cor-
poration of this State, or a transfer of property and as-
sets of a corporation of this State, shall be effective when
the articles of consolidation, merger or transfer have been
accepted for record by the Commission. A consolidation
or merger of one or more corporations of this State into
a corporation of another state shall be effective in accord-
ance with the law of the jurisdiction in which the new
or surviving corporation is organized, but not until the
articles of consolidation or of merger have been accepted
for record by the Commission; there shall be filed for
record with the Commission a certificate of the State in
which the new or surviving corporation is organized, cer-
tifying the date on which the articles of consolidation or
merger were filed.

63. (Procedure for Merger of Wholly Owned Subsidiary
Corporation. ) (a) A merger of a wholly owned subsidiary
corporation into its parent corporation may be effected
in [the manner following] accordance with the provisions
of this section, if no amendment of the charter of the
parent corporation is to be effected thereby [: ].

[(1)] (b) The board of directors of each corporation
of this State proposing to become a party to the merger
shall by majority vote of the entire board of directors,
adopt a resolution approving the proposed merger sub-
stantially upon the terms and conditions set forth in a pro-
posed form of articles of merger.

[(2)] (c) No meeting of stockholders of either cor-
poration need be called or held, but upon approval of the
proposed articles by majority vote of the entire board of
directors as aforesaid, and after notice to all stockholders
of such parent corporation (if a corporation of this State)
thirty days prior to filing, articles in substantially the
form so approved shall be filed for record with the Com-
mission, and the fees and bonus tax, if any, provided by
law shall be paid.

[(3)] (d) For each party to the articles which is a
corporation organized under the laws of another state,
the articles shall be duly advised, authorized and approved
in the manner and by the vote required by the charter of