BLAIR LEE III, Acting Governor

1297

Section 1-101(u), 1-301(a), 3-102(a), 3-105(a),
3-108(a), 3-109(a), 3-109 (c), 3-111(b),

3-112 (a), 3-112(b), 3-113(b), 3-114(b),

3-114(d), and 3-114(e)

Annotated Code of Maryland

(1975 Volume and 1977 Supplement)

SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That section(s) of the Annotated Code of Maryland
be repealed, amended, or enacted to read as follows:

Article — Corporations and Associations

1-101.

(u) "Successor" means:

(1)    A new corporation formed by consolidation;

(2)    A corporation OR OTHER ENTITY surviving a
merger;

(3)    A corporation acquiring stock in a share
exchange; or

(4)    A vendee, lessee, or other transferee in a
transfer of assets.

1-301.

(a) Articles supplementary and articles of amendment,
restatement, restatement and amendment, reduction, reduction
and amendment, consolidation, merger, share exchange,
transfer, and extension and, except as provided in § 3—406
(b) of this article, articles of dissolution shall be
executed as follows:

(1)    They shall be signed and acknowledged for
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)    THEY SHALL BE SIGNED AND ACKNOWLEDGED FOR
EACH OTHER ENTITY PARTY TO THE ARTICLES BY A MAJORITY OF THE
ENTIRE BOARD OF TRUSTEES OR OTHER GOVERNING BODY; AND

[(3)] (4) 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