SPIRO T. AGNEW, Governor                        1321

poration, and (ii) make other indemnification of such a person, but
only if authorized by the charter, by a by-law provision adopted prior
to the issuance or subscription for any stock of the corporation, or by
resolution, by-law provision or agreement which has been approved
by the stockholders after notice.

(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 claim-
ant is entitled.] A grant of indemnification, if made pursuant to
clause (i) of subsection (a), or a claim of right under a grant of
indemnification if so made, or a claim of right to or grant of indem-
nification pursuant to any charter provision, resolution, by-law or
agreement authorized under clause (ii) of subsection (a) may, but
need not, be asserted or submitted for adjudication by the corpora-
tion or by the person claiming indemnification, by filing a petition in
the proceeding against such person (if such proceeding is a civil
proceeding in a court of record in which the corporation is or may be
made a party), or in a subsequent proceeding instituted for that pur-
pose in a court of equity of the county in which is located the prin-
cipal office of the corporation. After notice and, if requested, a hear-
ing, the court shall pass a decree either dismissing the proceeding or
fixing the amount to which the person is entitled.

Sec. 8. And be it further enacted, That Sections 66(h), 66(i),
67(c), 68(a)(8), 68(b), 69(a)(6), 69(a)(8), 69(b), 70(a)(4),
70(a) (6), 70(a) (7), 70(a) (8), 70(a) (9), 70(b), 73(b), 73(c), and 73
(d) of Article 23 of the Annotated Code of Maryland (1957 Edition),
title "Corporations," subheading "I. Stock Corporations," subtitle
"Consolidation, Merger and Other Transfers of Property," be and the
same are hereby repealed and re-enacted, with amendments, to read as
follows; and that a new Section 65 (e) of said Article, subheading and
subtitle be and the same is hereby added, to follow immediately after
Section 65(d) and to read as follows; and that the caption of Section
65 and the designation of said subtitle of said Article, subheading and
subtitle, be and the same are hereby repealed and re-enacted to read
as follows:

Consolidation, Merger and Other Transfers of Property
not in the Ordinary Course of Business

65. Power of Consolidation and Merger and of Sale, Lease,
Exchange and Transfer not in the Ordinary Course of
Business.

(e) Nothing in this subtitle shall be deemed to require authoriza-
tion or consent of the stockholders (unless otherwise provided by the
charter or the by-laws), nor any articles of sale, lease, exchange or
transfer, for any (i) sale, lease, exchange, or transfer of all, or
substantially all, the property and assets of a corporation of this
State, in the regular course of the business actually conducted by it,
or (ii) any mortgage or pledge of, or creation of any other security
interest in, any or all the property and assets of a corporation of this
State, whether or not in the regular course of the business actually
conducted by it; but any such action may be taken pursuant to such