SPIRO T. AGNEW, Governor                      1325

twenty days after the articles of consolidation, merger, sale, lease,
exchange or transfer or charter amendment have been accepted for
record by the [Commission] Department, make upon the consoli-
dated corporation, the corporation surviving the merger or the trans-
feree or corporation whose charter has been amended (each of which
is hereafter in this section referred to as the "successor") written
demand for payment for his stock, stating the number and class of
shares for which payment is demanded. Any stockholder who fails
to comply with the requirements of this section within the time spe-
cified shall be bound by the terms of the consolidation, merger or
transfer OR CHARTER AMENDMENT.

(c)    The successor shall promptly deliver or mail to each object-
ing stockholder written notice of the date of acceptance of the arti-
cles for record by the [Commission] Department. The successor
may also deliver or mail to each objecting stockholder by whom
demand for payment has been made a written offer to pay for his
stock a price deemed by the successor to be the fair value of such
stock. Such offer shall be accompanied by a balance sheet of the
corporation which issued such stock, as of a date not more than six
months prior to the making of such offer, a profit and loss statement
for the twelve months' period ended on the date of such balance sheet
and such other information as the successor may deem pertinent.
The notice and offer shall be personally delivered by the successor
to each such stockholder, or shall be mailed by registered mail, post-
age prepaid, addressed to the stockholder at such post office address
as he has supplied in writing to the successor, or, if none, at his post
office address as it appears on the records of the corporation which
issued such stock.

(d)    Within fifty days after acceptance of the articles for record
by the [Commission] Department, either the successor or any ob-
jecting stockholder, who has not received payment for his stock,
may petition the court of equity of the county in which is located the
principal office of the successor in this State or, if there is no prin-
cipal office in this State, the resident agent of the successor, to deter-
mine the fair value of such stock. If more than one such proceeding
has been instituted, the court shall enter an order directing the con-
solidation of all such proceedings and making such directions with
respect to the conduct of the consolidated proceeding as it deems
proper. Two or more objecting stockholders may join or be joined
in any such proceeding.

Sec. 9. And be it further enacted, That Section 75 (b) of Article 23
of the Annotated Code of Maryland (1957 Edition), title "Corpora-
tions," subheading "I. Stock Corporations," subtitle "Partial Liqui-
dation and Reorganization," be and it is hereby repealed and re-
enacted with amendments to read as follows:

75. Reorganization.

(b) Any charter papers required to be filed with the [Commis-
sion] Department to make such provision effective shall state that
the provision (1) was made in accordance with a plan of reorganiza-
tion pursuant to a final order or decree of a court having jurisdiction,
designating the name of the court, the title of the proceedings, and
the docket number thereof, and (2) was approved by the board of
directors or by the trustee or receiver, as the case may be. If such