1322                             LAWS OF MARYLAND                        [CH. 649

authorization or consent and articles, in accordance with the pro-
visions of this subtitle.

66.    Procedure for Consolidation, Merger, Sale, Lease, Exchange
or Transfer.

(h) Notwithstanding the foregoing provisions of this section,
the proposed consolidation, merger or transfer may be abandoned
prior to the effective date of the articles [, but not later than thirty
days after the last meeting of stockholders of any corporation party
to the proposed articles at which the action was approved]:

[(i)] (1) If the articles so provide, by majority vote of the
entire board of directors of any corporation of this State party to the
articles; or

[(ii)] (2) Unless the articles otherwise provide, by majority
vote of the entire board of directors of every corporation of this State
party to the articles.

If the articles have been filed with the [Commission] Department,
notice of such abandonment shall be given promptly to the [Commis-
sion] Department.

In the event the proposed consolidation, merger or transfer is
abandoned in accordance with the provisions of this subsection, no
legal liability shall arise under the articles of consolidation, merger
or transfer, but no such action shall, in any event, prejudice the
rights of any person under any other contract made by a corporation
party to the proposed articles in connection with the proposed con-
solidation, merger or transfer.

(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 corporation of this State, or a transfer of prop-
erty and assets of a corporation of this State, pursuant to this sub-
title, shall be effective (a) when the articles of consolidation, merger
or transfer have been accepted for record by the [Commission]
Department [.], or (b) on such subsequent date, not to exceed thirty
days thereafter, as shall be provided in, or established pursuant to,
the articles. A consolidation or merger of one or more corporations
of this State into a corporation of another state shall be effective in
accordance with the law of the jurisdiction in which the new or sur-
viving corporation is organized, but not until the articles of consoli-
dation or of merger have been accepted for record by the [Commis-
sion] Department; and there shall be filed for record with the [Com-
mission] Department a certificate of the State in which the new or
surviving corporation is organized, certifying the date on which the
articles of consolidation or merger were filed, provided, however, that
the failure to file such certificate shall not invalidate the consolida-
tion or merger.

67.    Procedure for Merger of Wholly Owned Subsidiary Corporation.

(c) No meeting of stockholders of either corporation 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) AT LEAST thirty days prior to filing, articles in substan-
tially the form so approved shall be filed for record with the [Commis-