1700

LAWS OF MARYLAND

[Ch. 311

The only other changes are in style.
5-207. CONSOLIDATION, MERGES, AND TRANSFER OF ASSETS.

(A)    CONSOLIDATION OR MERGER PERMITTED ONLY WITH
NONSTOCK CORPORATION.

A NONSTOCK CORPORATION MAY CONSOLIDATE OR MERGE
ONLY WITH ANOTHER NONSTOCK CORPORATION.

(B)    CONSOLIDATION, MERGER, AND TRANSFER OF ASSETS
GOVERNED BY TITLE 3.

A CONSOLIDATION, MERGER, OR TRANSFER OF ASSETS OF A
NONSTOCK CORPORATION SHALL BE EFFECTED AS PROVIDED IN
TITLE 3 OF THIS ARTICLE.

REVISOR'S NOTE: This section presently appears as
Art. 23, § 136.

In subsection (b) the words "transfer of
assets," which are defined in §1—101 of this
article, are substituted for the words "sale,
lease, exchange, or other transfer of all or
substantially all the property and assets."

The only other changes are in style.

5-208. DISSOLUTION.

(A)     APPLICATION OF TITLE 3 TO NONSTOCK
CORPORATIONS.

EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION,
DISSOLUTION OF A NONSTOCK CORPORATION SHALL BE EFFECTED
AS PROVIDED IN TITLE 3 OF THIS ARTICLE. IN DISSOLUTION,
THE DIRECTORS HAVE THE POWERS AND DUTIES OF DIRECTORS OF
A STOCK CORPORATION UNDER THIS ARTICLE.

(B)   DISTRIBUTION OF ASSETS ON DISSOLUTION.
IF A MARYLAND NONSTOCK CORPORATION DISSOLVES:

(1)    EVERY LIABILITY AND OBLIGATION OF THE
CORPORATION SHALL BE PAID AND DISCHARGED OR ADEQUATE
PROVISION FOR PAYMENT AND DISCHARGE SHALL BE MADE;

(2)   ASSETS HELD BY THE CORPORATION SUBJECT TO
LEGALLY VALID REQUIREMENTS FOR THEIR RETURN, TRANSFER, OR
CONVEYANCE ON DISSOLUTION SHALL BE DISPOSED OF IN
ACCORDANCE WITH THESE REQUIREMENTS;

(3)   ASSETS HELD BY THE CORPORATION SUBJECT
TO LIMITATIONS PERMITTING THEIR USE ONLY FOR CHARITABLE,