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Session Laws, 1967
Volume 681, Page 1341   View pdf image (33K)
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SPIRO T. AGNEW, Governor                        1341

payment of the purchase price, under the terms and conditions speci-
fied by the court, or at such other time as may be ordered by the
court, the petitioner shall transfer the shares of stock to the pur-
chasing stockholder.

110.    Consolidation, Merger, Sale, Lease, Exchange and Trans-
fer of Assets—Close Corporations.

In the case of any consolidation or merger of a close corporation
or the sale, lease, exchange or other transfer of all or substantially
all of its property and assets pursuant to the provisions of Section
66 of this Article, approval of the proposed articles under Section 66
(d) shall require the affirmative vote of the holders of all out-
standing stock of the corporation.

111.    Execution of Documents.

Any individual who holds more than one office in a close corporation
may execute, acknowledge or verify in more than one capacity any
instrument required to be executed, acknowledged or verified by the
holders of two or more offices, regardless of any contrary provision
of law.

Sec. 15. And be it further enacted, That new Sections 127A
and 127B of Article 23 of the Annotated Code of Maryland (1957
Edition) title "Corporations," subheading "I. Stock Corporations,"
subtitle "Miscellaneous," be and the same are hereby enacted, to
read as follows:

127A. Facsimile Signatures and Seals on Bonds, Etc.

On any certificate representing bonds, notes, guarantees or other
obligations, or any other securities' of a corporation of this
State, the signature or signatures of any or all corporate officers
may be either manual or facsimile and the seal of the corporation, if
any is affixed thereto, may be either facsimile or any other form
of seal. In case any officer who has signed any such certificate
ceases to be an officer of the corporation before the certificate is
issued, the certificate may nevertheless be issued by the corporation
with the same effect as if the officer had not ceased to be such
officer as of the date of its issue.

127B. Alternative to Acknowledgment and Verification after
June 1, 1967.

After June 1, 1967, any requirement in this Article that a docu-
ment be acknowledged, or that it include a verification under oath
as to any matters and facts, need not be complied with if the
document, or a signed certificate attached to and made a part of
the document, contains statements to the effect (a) that the officer
or officers signing the document acknowledge the document to be the
corporate act of the corporation, or, in the case of articles of in-
corporation, that the incorporator or incorporators acknowledge the
same to be his or their act and (b) with respect to all matters
and facts otherwise required to be verified under oath, that, to the
best of the knowledge, information and belief of the officer or of-
ficers signing on behalf of the corporation, such matters and facts
are true in all material respects and that such statement is made


 

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Session Laws, 1967
Volume 681, Page 1341   View pdf image (33K)
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