1510

LAWS OF MARYLAND

[Ch. 311

§3-406(B) OF THIS ARTICLE, ARTICLES OF DISSOLUTION SHALL
BE EXECUTED AS FOLLOWS:

(1)   THEY SHALL BE SIGNED AND ACKNOWLEDGED FOP
EACH CORPORATION PARTY TO THE ARTICLES BY ITS PRESIDENT
OR ONE OF ITS VICE-PRESIDENTS;

(2)    THEY SHALL BE WITNESSED OR ATTESTED BY
THE SECRETARY OR AN ASSISTANT SECRETARY OF EACH
CORPORATION PARTY TO THE ARTICLES; AND

(3)    EXCEPT AS PROVIDED IN SUBSECTION (B) OF
THIS SECTION, THE MATTERS AND FACTS SET FORTH IN THE
ARTICLES WITH RESPECT TO AUTHORIZATION AND APPROVAL SHALL
BE VERIFIED UNDER OATH AS FOLLOWS:

(I)    WITH RESPECT TO ANY MARYLAND CORPORATION
PARTY TO THE ARTICLES, BY THE CHAIRMAN OR THE SECRETARY
OF THE MEETING AT WHICH THE ARTICLES OR TRANSACTION WERE
APPROVED OR THE PRESIDENT, VICE-PRESIDENT, SECRETARY, OR
ASSISTANT SECRETARY OF THE CORPORATION; AND

(II)    WITH RESPECT TO ANY FOREIGN CORPORATION
PARTY TO ARTICLES OF CONSOLIDATION OR MERGER, BY THE
PRESIDENT, VICE-PRESIDENT, SECRETARY, OR ASSISTANT
SECRETARY OF THE CORPORATION.

(B) SPECIAL REQUIREMENTS AS TO ARTICLES OF
TRANSFER.

WHEN ARTICLES OF TRANSFER ARE EXECUTED:

(1)      WITH RESPECT TO THE TRANSFEROR
CORPORATION, THE REQUIREMENTS OF SUBSECTION (A)(3)(I)
APPLY;

(2)   WITH RESPECT TO A TRANSFEREE CORPORATION,
THE MATTERS AND FACTS SET FORTH IN THE ARTICLES WITH
RESPECT TO AUTHORIZATION AND APPROVAL SHALL BE VERIFIED
UNDER OATH BY THE PRESIDENT, VICE-PRESIDENT, SECRETARY,
OR ASSISTANT SECRETARY OF THE CORPORATION; AND

(3)   WITH RESPECT TO A TRANSFEREE WHICH IS NOT
A CORPORATION, THE ARTICLES SHALL BE SIGNED AND
ACKNOWLEDGED BY THE TRANSFEREE.

REVISOR'S NOTE: This section combines the provisions
presently contained in Art. 23, §§12(b),
13(d), 35(c), 68(b) , 69(b), and 70(b) for
signing, acknowledging, and verifyinq certain
corporate articles.

The phrase "articles of transfer" is
substituted in this section for "articles of