612                             LAWS OF MARYLAND                       CH. 423

consolidation, merger, dissolution, liquidation, or reorganization
of building and savings and loan associations and to clarify the
fact that a sale, lease, or transfer of all or substantially all of the
property and assets of an association is a statutory merger and is
included within the provisions of this section and to set forth the
procedures in connection therewith.

Section 1. Be it enacted by the General Assembly of Maryland,
That Section 161U(a) of Article 23 of the Annotated Code of Mary-
land (1966 Replacement Volume), title "Corporations" subtitle "III.
Particular Classes of Corporations," subheading "Building or Home-
stead Associations," be and it is hereby repealed and re-enacted, with
amendments, to read as follows:

161U. Consolidation; merger; dissolution; sale of assets; partial
liquidation; reorganization.

(a) Approval by Director.—Any association shall have power
to consolidate or merge with or sell or transfer all or substantially
all of its property and assets to any other incorporated association
in this State as provided by this article for corporations having
capital stock, upon first filing its proposed plan of consolidation or
merger or sale or transfer with the Director and securing his ap-
proval thereof. Whenever any association shall transfer all or sub-
stantially all of its property and assets subject to all or substantially
all of its liabilities to another association and shall then dissolve in
accordance with a plan filed with the Director hereunder, such plan
shall constitute a statutory merger. Any such plan of transfer must
be approved by the board of directors of the transferee association
and the board of directors of the transferor association. The plan
must also be submitted for action thereon at either an annual or
special meeting of the members of the transferor association and
must be approved by the members of the transferor association by
the affirmative vote of two-thirds of all the votes entitled to be cast
thereon. Any association of this State shall have the power to par-
tially liquidate, dissolve or reorganize pursuant to the provisions of
this article pertaining to corporations of this State, upon first filing
its proposed plan of partial liquidation, dissolution or reorganiza-
tion with the Director and securing his prior approval thereof. The
Director shall approve any plan of consolidation, merger, or sale or
transfer, liquidation, dissolution or reorganization filed with him if
he finds that (1) any resulting association meets all requirements
of this article relating to the formation of new associations; and (2)
the plan is fair; and (3) the execution of the plan will promote the
public interest, convenience and advantage. The Director shall pub-
lish the fact that a plan has been filed for at least two (2) successive
weeks after filing in a newspaper of general circulation in the city,
town, or county in which the principal office of each association
named in the plan is located, and shall give such other notice as may
be desirable. Upon approval of any plan aforesaid, the Director
shall certify as approved any documents required by this article to
be filed with the State Department of Assessments and Taxation.

Sec. 2. And be it further enacted, That this Act shall take effect
July 1, 1968.

Approved April 10, 1968.