Marvin Mandel, Governor                        1955

The foregoing provisions shall not apply in respect of any class
of the stock of any corporation of this State where (1) on the
record date determined for the stockholders entitled to vote on the
matter, such class of stock is listed on a national securities exchange;
or (2) such stock is stock of the surviving corporation in a mer-
ger unless either (i) the merger alters the contract rights, as ex-
pressly set forth in the charter of any such stock and the charter
does not reserve the right to make such amendment, or (ii) such
stock is, in the merger, to be changed or converted, in whole or in
part, into something other than stock of the surviving corporation
and any cash, scrip or other rights or interests arising out of
arrangements for handling fractional shares OF STOCK OF THE
SURVIVING CORPORATION; and in such cases all holders of such
stock shall be bound by the terms of the consolidation, merger or
transfer or charter amendment.

101.

(a) No transfer of the stock of a close corporation shall be valid
unless:

(1)    such transfer has been consented to no more than three
months prior to the date of the transfer by all stockholders of the
corporation by a signed written instrument; or

(2)    such transfer is made pursuant to a provision of a stock-
holders' agreement authorized by Section 104 of this subtitle [re-
quiring the purpose of stock by, or the offer of stock to (i)]
permitting transfer to the corporation, or to or in trust for the
principal benefit of [ii] (i) one or more of its stockholders or its
security holders, or the wives, children or grandchildren of such
stockholders or such security holders or [(iii)] (ii) one or more
persons named in such agreement.

105. Board of Directors Not Required—Close Corporations.

(a) A close corporation [may, by] shall initially have one or
more directors, to serve until such time as may be elected pursuant
to Section 105(b), and thereafter may, by election pursuant to its
charter, provide that it will have no board of directors, in which
case:

Sec. 2. And be it further enacted, That this Act shall take
effect July 1, 1970.

Approved May 21, 1970.

CHAPTER 690
(House Bill 35)

AN ACT to repeal Sections 713 through 715C, inclusive, of Article
66C of the Annotated Code of Maryland (1967 Replacement Volume
and 1969 Supplement), title "Natural Resources," subtitle "Oysters
and Clams," and to enact new Section 713 in lieu thereof, to stand
in the place of the section so repealed, to revise generally the laws